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 QUARTER ENDED SEPTEMBER 10, 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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<PAGE>


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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 and Thirty-Six Weeks Ended September 10, 1999
                      and September 11, 1998 (Unaudited)......................1

                  Condensed Balance Sheet
                    September 10, 1999 (Unaudited) and December 31, 1998......2

                  Condensed Statement of Cash Flows
                    Thirty-Six Weeks ended September 10, 1999
                      and September 11, 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

       Item 3.    Quantitative and Qualitative Disclosures About Market Risk..9


                           PART II - OTHER INFORMATION

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

       Item 6.    Exhibits and Reports on Form 8-K...........................11



<PAGE>




                   PART I. FINANCIAL INFORMATION

                    ITEM 1. FINANCIAL STATEMENTS

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


<TABLE>

                                                             Twelve Weeks Ended                 Thirty-Six Weeks Ended
                                                       September 10,    September 11,       September 10,     September 11,
                                                           1999             1998                1999              1998
                                                     ----------------  ---------------    ----------------  ----------
<S>                                                  <C>               <C>                <C>               <C>
REVENUES
   Hotel revenues
     Rooms...........................................$         44,145  $        43,486    $        133,109  $       129,961
     Food and beverage...............................           2,957            2,982               9,145            9,135
     Other...........................................           1,542            1,293               4,655            4,346
                                                     ----------------  ---------------    ----------------  ---------------
       Total hotel revenues..........................          48,644           47,761             146,909          143,442
                                                     ----------------  ---------------    ----------------  ---------------

OPERATING COSTS AND EXPENSES
   Hotel property-level costs and expenses
     Rooms...........................................          10,003            9,507              29,764           27,556
     Food and beverage...............................           2,702            2,688               8,200            7,813
     Other department costs and expenses.............             514              486               1,479            1,360
     Selling, administrative and other...............          11,093           11,063              33,394           32,648
                                                     ----------------  ---------------    ----------------  ---------------
       Total hotel property-level costs and expense..          24,312           23,744              72,837           69,377
   Depreciation......................................           4,425            4,058              13,243           12,145
   Base and Courtyard management fees................           2,918            2,865               8,814            8,606
   Incentive management fees.........................           2,233            2,278               6,765            7,078
   Ground rent, taxes and other......................           3,730            3,656              11,815           11,286
                                                     ----------------  ---------------    ----------------  ---------------

       Total operating costs and expenses............          37,618           36,601             113,474          108,492
                                                     ----------------  ---------------    ----------------  ---------------

OPERATING PROFIT.....................................          11,026           11,160              33,435           34,950
   Interest expense..................................          (5,894)          (6,046)            (17,852)         (18,374)
   Interest income...................................             363              215                 840              585
                                                     ----------------  ---------------    ----------------  ---------------

NET INCOME...........................................$          5,495  $         5,329    $         16,423  $        17,161
                                                     ================  ===============    ================  ===============

ALLOCATION OF NET INCOME
   General Partner...................................$            275  $           267    $            821  $           858
   Limited Partners..................................           5,220            5,062              15,602           16,303
                                                     ----------------  ---------------    ----------------  ---------------
                                                     $          5,495  $         5,329    $         16,423  $        17,161
                                                     ================  ===============    ================  ===============

NET INCOME PER LIMITED PARTNER UNIT
   (1,150 Units).....................................$          4,539  $         4,403    $         13,567  $        14,177
                                                     ================  ===============    ================  ===============



                                       See Notes to Condensed Financial Statements.
</TABLE>


<PAGE>


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

<TABLE>


                                                                                         September 10,      December 31,
                                                                                              1999                1998
                                                                                           (unaudited)

                                                          ASSETS
   <S>                                                                                  <C>                 <C>
   Property and equipment, net..........................................................$        288,525    $       297,189
   Due from Courtyard Management Corporation............................................           7,006              4,210
   Deferred financing costs, net of accumulated amortization............................           5,547              5,854
   Property improvement fund............................................................           8,408              5,475
   Restricted cash......................................................................           5,696              9,315
   Cash and cash equivalents............................................................          13,808              9,203
                                                                                        ----------------    ---------------

                                                                                        $        328,990    $       331,246
                                                                                        ================    ===============


                                        LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

LIABILITIES
   Mortgage debt........................................................................$        307,134    $       313,051
   Due to Marriott International, Inc. and affiliates...................................          19,223             19,384
   Debt service guaranty and accrued interest payable to
     Host Marriott Corporation..........................................................          14,606             14,208
   Incentive management fees due to Courtyard Management Corporation....................           3,928              5,653
   Accounts payable and accrued liabilities.............................................           3,376              3,750
                                                                                        ----------------    ---------------

         Total Liabilities..............................................................         348,267            356,046
                                                                                        ----------------    ---------------

PARTNERS' CAPITAL (DEFICIT)
   General Partner......................................................................             361                 85
   Limited Partners.....................................................................         (19,638)           (24,885)
                                                                                        ----------------    ---------------

         Total Partners' Deficit........................................................         (19,277)           (24,800)
                                                                                        ----------------    ---------------

                                                                                        $        328,990    $       331,246
                                                                                        ================    ===============







                                       See Notes to Condensed Financial Statements.

</TABLE>

<PAGE>


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


<TABLE>

                                                                                               Thirty-Six Weeks Ended
                                                                                          September 10,       September 11,
                                                                                              1999                1998
                                                                                        ----------------    ----------
<S>                                                                                     <C>                 <C>
OPERATING ACTIVITIES
   Net income...........................................................................$         16,423    $        17,161
   Noncash items........................................................................          13,948             12,886
   Changes in operating accounts........................................................          (1,437)              (880)
                                                                                        -----------------    ---------------

         Cash provided by operating activities..........................................          28,934             29,167
                                                                                        ----------------    ---------------

INVESTING ACTIVITIES
   Additions to property and equipment, net.............................................          (4,579)            (7,987)
   Change in property improvement fund..................................................          (2,933)            (4,252)
                                                                                        ----------------    ---------------

         Cash used in investing activities..............................................          (7,512)           (12,239)
                                                                                        ----------------    ---------------

FINANCING ACTIVITIES
   Capital distributions................................................................         (10,900)            (9,680)
   Repayments of mortgage debt..........................................................          (5,917)            (5,462)
   Payment of financing costs...........................................................              --                 (2)
                                                                                        ----------------    ---------------

         Cash used in financing activities..............................................         (16,817)           (15,144)
                                                                                        ----------------    ---------------

INCREASE IN CASH AND CASH EQUIVALENTS...................................................           4,605              1,784

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

CASH AND CASH EQUIVALENTS at end of period..............................................$         13,808    $         7,234
                                                                                        ================    ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for mortgage interest......................................................$         18,584    $        19,036
                                                                                        ================    ===============










                                       See Notes to Condensed Financial Statements.
</TABLE>


<PAGE>


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


1.   Summary of Significant Accounting Policies

     The accompanying  unaudited,  condensed,  interim financial statements have
     been  prepared  by the  Courtyard  By  Marriott  Limited  Partnership  (the
     "Partnership").  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
     unaudited,  condensed,  interim  financial  statements  should  be  read in
     conjunction with the Partnership's  financial  statements and notes thereto
     included in the Partnership's  Form 10-K for the fiscal year ended December
     31, 1998.

     In the opinion of the Partnership,  the accompanying  unaudited,  condensed
     financial  statements  reflect all adjustments  necessary to present fairly
     the financial position of the Partnership as of September 10, 1999, and the
     results of operations for the twelve and thirty-six  weeks ended  September
     10, 1999 and  September  11, 1998 and cash flows for the  thirty-six  weeks
     ended  September 10, 1999 and September 11, 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 CBM One LLC (the "General
     Partner").  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 income tax
     purposes of accelerated depreciation methods, shorter depreciable lives for
     the assets,  differences  in the timing of the  recognition of certain fees
     and straight-line rent adjustments.

     Certain  reclassifications  were made to the prior year condensed financial
     statements to conform to current year presentation.

2.   Revenues

     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 twelve and thirty-six weeks ended September 10, 1999 and
     September  11, 1998  increased  both  revenues  and  operating  expenses by
     approximately  $24.3  million and $72.8 million and $23.7 million and $69.4
     million, respectively, and had no impact on operating profit or net income.


<PAGE>


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


FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking  statements.  Certain,  but
not necessarily all, of such forward-looking statements can be identified by the
use of  forward-looking  terminology,  such  as  "believes,"  "expects,"  "may,"
"will,"  "should,"  "estimates," or  "anticipates,"  or the negative  thereof or
other  variations  thereof  or  comparable   terminology.   All  forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other factors
which may cause our 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.  Although
the  Partnership  believes the  expectations  reflected in such  forward-looking
statements are based upon  reasonable  assumptions,  the Partnership 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  $883,000 and $3.5  million to $48.6  million and
$146.9  million for the twelve and  thirty-six  weeks ended  September 10, 1999,
respectively.  The  increase  in  revenues  was  achieved  primarily  through an
increase in the  combined  average  room rate.  The  combined  average room rate
increased  3.3% to $90 for third  quarter 1999 and 2.5% to $90 for  year-to-date
third  quarter  1999 as compared to the same  periods in 1998.  The  increase in
average room rate is  primarily  due to  continued  efforts to increase  weekday
pricing.

Combined  average  occupancy  decreased  slightly  to 81%  for  the  twelve  and
thirty-six  weeks ended September 10, 1999, when compared to the same periods in
1998.  Occupancy decreased slightly due to increased  competition and aggressive
rate  increases  in  some  markets.  REVPAR,  or  revenue  per  available  room,
represents  the  combination  of the  average  daily room rate  charged  and the
average daily occupancy  achieved.  REVPAR was $73 for the twelve and thirty-six
weeks ended September 10, 1999,  representing a slight increase when compared to
the same periods in 1998.

Operating Costs and Expenses. For the twelve weeks ended September 10, 1999, the
Partnership's  operating  costs and  expenses  increased  $1.0  million to $37.6
million as compared to the same period in 1998. In addition,  for the thirty-six
weeks ended  September 10, 1999,  operating  costs and expenses  increased  $5.0
million to $113.5  million.  As a percentage  of revenues,  operating  costs and
expenses  remained  stable at 77% of revenues  for the third  quarter  1999 when
compared to third quarter 1998. For year-to-date  third quarter 1999,  operating
costs and expenses as a percentage  of revenues  increased  from 76% of revenues
for year-to-date  third quarter 1998 to 77% of revenues for  year-to-date  third
quarter 1999. The increase in operating  costs and expenses was primarily due to
an  increase  in  depreciation  expense  and in hotel  property-level  costs and
expenses as discussed below.

Depreciation  expense  increased  $367,000 to $4.4  million and $1.1  million to
$13.2  million for third quarter 1999 and for  year-to-date  third quarter 1999,
respectively,  when  compared  to the same  periods  in 1998.  The  increase  in
depreciation  expense is due to the  completion  of more projects in the current
year.




<PAGE>


The Partnership's Hotel  property-level costs and expenses increased $568,000 to
$24.3  million and $3.5 million to $72.8  million for the twelve and  thirty-six
weeks ended September 10, 1999, respectively,  when compared to the same periods
in 1998.  Hotel  property-level  costs and  expenses  are  higher as salary  and
benefit  expenses have increased as the Hotels endeavor to maintain  competitive
wage scales. In addition,  food costs as well as marketing expenses increased in
1999 as compared to 1998.  As a  percentage  of hotel  revenues,  property-level
costs and expenses  represented  50% of revenues for both third quarter 1999 and
year-to-date third quarter 1999 as compared to 50% of revenues for third quarter
1998 and 48% of revenues for year-to-date third quarter 1998.

Operating Profit. As a result of the changes in revenues and operating costs and
expenses discussed above, operating profit decreased $134,000, or 1.2%, to $11.0
million, or 23% of revenues,  for the twelve weeks ended September 10, 1999 from
$11.2 million, or 23% of revenues for the twelve weeks ended September 11, 1998.
In addition, operating profit decreased $1.5 million, or 4.3%, to $33.4 million,
or 23% of revenues, for the thirty-six weeks ended September 10, 1999 from $34.9
million, or 24% of revenues, for the thirty-six weeks ended September 11, 1998.

Interest Expense.  Interest expense  decreased  slightly to $5.9 million for the
twelve weeks ended  September  10, 1999 when compared to the same period in 1998
and decreased $522,000 to $17.9 million for the thirty-six weeks ended September
10,  1999 when  compared  to the same  period  in 1998 as a result of  principal
amortization on the Partnership's mortgage debt.

Net  Income.  As a result of the items  discussed  above,  net income  increased
$166,000  to $5.5  million,  or 11% of  revenues  for  the  twelve  weeks  ended
September  10, 1999 when  compared to $5.3  million,  or 11% of revenues for the
twelve weeks ended September 11, 1998. Net income for the thirty-six weeks ended
September 10, 1999 decreased $738,000 to $16.4 million,  or 11% of revenues when
compared  $17.2  million  or 12% of  revenues  for the  thirty-six  weeks  ended
September 11, 1998.

LIQUIDITY AND CAPITAL RESOURCES

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

The  Partnership's  principal source of cash is from  operations.  Its principal
uses of cash are to make debt service  payments,  fund the property  improvement
fund and to make distributions to the partners.

Cash provided by operating  activities for the thirty-six  weeks ended September
10, 1999 and September 11, 1998, was $28.9 million and $29.2 million,
respectively.

Cash used in investing  activities was $7.5 million for the first three quarters
of 1999 and $12.2 million for the first three  quarters of 1998. The decrease in
investing  activities was due to the decrease in capital expenditures related to
the completion of 10-year rooms renovations at a majority of the Hotels prior to
and during 1998.  The  Partnership  used $4.6  million for capital  expenditures
during the first three  quarters of 1999  compared to $8.0 million for the first
three quarters of 1998.

The Partnership's  investing activities also involve making contributions to the
property  improvement  fund  for  the  Hotels.  Contributions  to  the  property
improvement  fund  increased  to 6% of  Hotel  sales  in 1999  from 5% in  1998.
Contributions to the property improvement fund will remain at 6% through the end
of the fiscal year 2000 and may be increased  thereafter  to 7% at the option of
the  Manager.

Cash used in  financing  activities  was $16.8  million and $15.1
million for the first three quarters of 1999 and 1998, respectively.  During the
thirty-six   weeks  ended  September  10,  1999  and  September  11,  1998,  the
Partnership repaid $5.9 million and $5.5 million,  respectively, of principal on
the mortgage debt. Cash used in financing activities also included $10.9 million
and $9.7 million of cash  distributions  to the partners  during the  thirty-six
weeks ended September 10, 1999 and September 11, 1998, respectively.

Strategy for Liquidity

During  1999,  the General  Partner  has been  working  with a major  investment
banking firm to explore  alternatives  to provide  liquidity for the partners in
the  Partnership  while  securing  the  highest  possible  value for the limited
partners.  More than 70 prospective  purchasers  were contacted and  Partnership
financial  information  was made  available to a number of them for their review
and analysis on a confidential  basis.  Due to the large number of Hotels in the
Partnership,  many prospective purchasers did not have the ability to consummate
a transaction of this size. At this time, the General Partner and the investment
banking firm continue in their  efforts to develop a  transaction  that would be
acceptable  to a  majority  of the  limited  partners.  Many  factors,  the most
important being the operating performance trends of the Hotels over the next few
months, will impact these efforts. The General Partner can make no assurances as
to the outcome of these efforts.

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,  general  partner of Host Marriott L.P.,  which owns directly and
indirectly,  more than 95% of the  economic  interest  of the  General  Partner,
including the 1% managing member  interest,  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 engaged a
third  party to review its Year 2000  in-house  readiness  and found no problems
with any mission  critical  systems.  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.  Host  Marriott  does,  however,  have the normal
disaster recovery procedures in place should it have a systems failure.

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. Host Marriott continues to receive verbal and written assurances
that these third  parties are, or 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 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  September  10,  1999,  the
Awareness,  Inventory,  Assessment  and  Planning  phases were  complete  for IT
Applications,   BIS,   and   Building   Systems.   For  IT   Applications,   the
Remediation/Replacement  and  Testing  phases  were  95%  complete.   Compliance
Validation  had been  completed  for over 90% of key  systems,  with most of the
remaining   work  in  its   final   stage.   For  BIS  and   Building   Systems,
Remediation/Replacement  is over 95% complete. For BIS, Testing is approximately
80%  complete and  Compliance  Validation  is in  progress.  Testing is over 95%
complete  for  Building  Systems  and  Compliance  Validation  is  in  progress.
Implementation  is  approximately  85%  complete  and Quality  Assurance  is 80%
complete for IT Applications.  For BIS,  Implementation is over 95% complete and
Quality  Assurance  is in  progress.  Implementation  is over 95%  complete  and
Quality Assurance is in progress for 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.  Where MII has not  received
satisfactory  responses it is addressing the potential  risks of failure through
its contingency planning process.

MII has  established  a common  approach  for testing and  addressing  Year 2000
compliance  issues for its  managed and  franchised  properties.  This  includes
guidance 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. MII is monitoring the progress of the
managed and franchised properties towards Year 2000 compliance.

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 problem,  which depends on numerous uncertainties such as: whether
significant  third parties  properly and timely  address the Year 2000 issue and
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
disruption 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
problem 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
September 10, 1999, all of the Partnership's debt has a fixed interest 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 the  prime  rate,  which was 7.75% at  December  31,  1998 and 8.25% at
September  10,  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  Corporation ("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
answers 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. ("Marriott International"),  Host Marriott, various of their
subsidiaries,  J.W. Marriott,  Jr., Stephen Rushmore,  and Hospitality Valuation
Services, Inc. (collectively,  the "Defendants"). The lawsuit now relates to the
following  limited  partnerships:  Courtyard  by Marriott  Limited  Partnership,
Marriott  Residence Inn Limited  Partnership,  Marriott Residence Inn II Limited
Partnership,  Fairfield Inn by Marriott  Limited  Partnership,  Host DSM Limited
Partnership  (formerly known as Desert Springs Marriott Limited Partnership) and
Atlanta II Limited  Partnership  (formerly  known as  Atlanta  Marriott  Marquis
Limited  Partnership),  collectively,  the "Six  Partnerships".  The  plaintiffs
allege that the Defendants  conspired to sell hotels to the Six Partnerships for
inflated prices and that they charged the Six Partnerships  excessive management
fees to operate the Six Partnerships' hotels. The plaintiffs further allege that
the Defendants  committed fraud,  breached  fiduciary  duties,  and violated the
provisions of various contracts. The plaintiffs are seeking unspecified damages.
The Defendants 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 answers to
the  plaintiffs'  petition  and  asserted a number of  defenses.  A related case
concerning  Courtyard by Marriott II Limited  Partnership  ("Courtyard  II") was
filed by the plaintiff's lawyers in the same court, involves similar allegations
against the Defendants, and has been certified as a class action. As a result of
this  development,  Courtyard II is no longer  included in the  above-referenced
Haas lawsuit, Case No. 98-CI-04092. The Courtyard II case is presently scheduled
for trial on January 3, 2000. In March of this year,  Palm  Investors and Equity
Resources,  assignees of a number of limited  partnership units acquired through
various  tender  offers,  filed  petitions  to  intervene  in the Haas case with
respect to their units of the  Partnership.  In response to these  efforts,  two
other of the Partnership's partners, Jack L. Walker and Murray F. Weiss ("Walker
& Weiss"),  filed a petition to intervene  and certify a class  comprised of the
Partnership's  partners.  On April 29,  1999,  the court  denied this motion and
refused  to  certify  the  class,  because  of the  prior-filed  Schick  case in
Delaware,  Civil Action No. 15991.  Although  only four of the Six  Partnerships
have been named as nominal defendants in the lawsuit, the partnership agreements
relating to all Six Partnerships  include an indemnity  provision which requires
the Six  Partnerships,  under  certain  circumstances,  to indemnify the general
partners against losses, judgments, 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  II,  filed a derivative  lawsuit on behalf of the
Partnership  and  Courtyard  II  against  Marriott  International,   Inc.,  Host
Marriott, 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 was styled  Equity  Resource Fund X, et al. v.
CBM One Corporation,  et al., Case No. 99-CI-04765.  The plaintiffs alleged 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 alleged,  among other
things,  that the defendants  committed fraud,  breached  fiduciary duties,  and
violated   provisions  of  the  various   agreements.   The  plaintiffs   sought
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.  Because the General Partner believed that
there  was no truth to the  plaintiffs'  allegations  and that the  lawsuit  was
totally devoid of merit, it appointed a special litigation committee (the "SLC")
under  Delaware  law on August 17, 1999,  consisting  of The  Honorable  William
Webster  and The  Honorable  Charles  Renfrew,  to (i)  analyze  the  facts  and
circumstances  surrounding the plaintiffs' claims; (ii) determine whether or not
prosecution  of such claims are in the best  interests of the  Partnership;  and
(iii)  decide  what  action the  Partnership  should  take with  respect to such
claims. The law firm of Milbank,  Tweed,  Hadley & McCoy is representing the SLC
and assisting the SLC in its investigation. As a result of this development, the
defendants filed a motion to stay this proceeding  pending the completion of the
SLC's investigation. In response to this motion, the plaintiffs took a non-suit,
effectively dismissing the case, on August 25, 1999.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

a.       Exhibits:

         None.

b. Reports on Form 8-K:

         A Form 8-K was filed with the  Securities  and Exchange  Commission  on
         September 14, 1999. This filing,  Item 5--Other Events,  discloses that
         on September 9, 1999 the General  Partner sent to the limited  partners
         of  the  Partnership  a  letter  that  accompanied  the   Partnership's
         Quarterly  Report on Form 10-Q.  The  letter  disclosed  the  quarterly
         activities of the  Partnership  and informed the limited  partners that
         Partnership  financial  information  was made  available to prospective
         purchasers  for their  review  and  analysis.  A copy of the letter was
         included as an Item 7--Exhibit in this Form 8-K filing.







<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




October 25, 1999                                 By:      /s/ Earla L. Stowe
                                                          ------------------
                                                              Earla L. Stowe
                                                              Vice President