FIRST AMENDMENT TO AMENDED AND
                    RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP


         THIS FIRST  AMENDMENT  TO AMENDED  AND  RESTATED  AGREEMENT  OF LIMITED
PARTNERSHIP  OF  MARRIOTT   RESIDENCE  INN  LIMITED   PARTNERSHIP  (this  "First
Amendment"),  dated as of December 28, 1998,  is entered into by RIBM One LLC, a
Delaware limited liability company,  as general partner (the "General Partner"),
of Marriott Residence Inn Limited  Partnership (the  "Partnership"),  for itself
and on behalf of the limited partners of the Partnership.

         WHEREAS,  the  Partnership  was formed  pursuant  to a  Certificate  of
Limited Partnership filed with the Office of the Secretary of State of the State
of Delaware on January 18, 1988;

         WHEREAS,   in  connection  with  certain   restructuring   transactions
involving  its parent  company,  RIBM One  Corporation  merged with and into the
General Partner, a newly formed Delaware limited liability company; and

         WHEREAS, in accordance with Section 11.02 of the Partnership Agreement,
the General  Partner  wishes to amend the  Partnership  Agreement to reflect its
successor name by merger and to make certain clean up changes.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  hereby  are
acknowledged,  the General  Partner hereby amends the  Partnership  Agreement as
follows:

         1. The  introductory  paragraph of the Partnership  Agreement is hereby
amended to replace the phrase  "RIBM One  Corporation,  a Delaware  corporation"
with the phrase "RIBM One LLC, a Delaware limited liability company."

         2. The  definitions  of "General  Partner" and "Host in Section 1.01 of
the  Partnership  Agreement are hereby amended and restated in their entirety as
follows:

                  "General  Partner"  means  RIBM One LLC,  a  Delaware  limited
                  liability company and wholly-owned  subsidiary of Host, in its
                  capacity  as  general  partner  of the  Partnership,  and  its
                  successors and assigns.

                  "Host" means Host Marriott Corporation, a Delaware 
                   corporation, and its successors and assigns.


         3.       Section 3.01 of the Partnership Agreement is hereby amended 
                  and restated in its entirety as follows:

                  Section  3.01.  General  Partner.  The General  Partner of the
                  Partnership  is and shall be RIBM One LLC, a Delaware  limited
                  liability company and wholly-owned  subsidiary of Host, in its
                  capacity  as  general  partner  of the  Partnership,  and  its
                  successors and assigns, having its principal executive offices
                  at 10400 Fernwood Road, Bethesda, Maryland 20058.

         4.  All  defined  terms  contained  in  this  First  Amendment,  unless
otherwise  defined herein,  shall have the meaning  contained in the Partnership
Agreement.   Except  as  modified  herein,  all  terms  and  conditions  of  the
Partnership  Agreement  shall  remain in full force and effect,  which terms and
conditions the General Partner hereby ratifies and affirms.

                       [Page Break Intentionally Inserted]



<PAGE>


         IN WITNESS  WHEREOF,  the undersigned has executed this First Amendment
as of the date first set forth above.

                                      RIBM ONE LLC,
                                      as the successor General Partner
                                      of Marriott Residence Inn Limited 
                                      Partnership and on behalf of existing
                                      Limited Partners



                                      By:
                                      Name:    Christopher G. Townsend
                                      Title:            Executive Vice President