Securities and Exchange Commission
                             Washington, D.C. 20549
                                    Form 10-K

                |X| Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 1999

                                       OR

              |_| Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                        Commission File Number: 033-20022

                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP

             (Exact name of registrant as specified in its charter)

                Delaware                                  52-1558094
---------------------------------------      -----------------------------------
     (State or other jurisdiction of                    (IRS Employer
      incorporation or organization)                 Identification No.)

           10400 Fernwood Road
           Bethesda, Maryland                                20817
----------------------------------------     -----------------------------------
(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 ____ .

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ____ (Not Applicable)

                       Documents Incorporated by Reference
                                      None
================================================================================

================================================================================


<PAGE>



                   Marriott Residence Inn Limited Partnership
================================================================================

                                TABLE OF CONTENTS
                                -----------------


                                                                        PAGE NO.
                                                                        --------

                                     PART I

Item 1.    Business.........................................................1

Item 2.    Properties.......................................................4

Item 3.    Legal Proceedings................................................5

Item 4.    Submission of Matters to a Vote of Security Holders..............6


                                     PART II

Item 5.    Market for the Partnership's Limited Partnership Units
              and Related Security Holder Matters...........................7

Item 6.    Selected Financial Data..........................................8

Item 7.    Management's Discussion and Analysis of Financial Condition
              and Results of Operations.....................................8

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk......13

Item 8.    Financial Statements and Supplementary Data.....................14

Item 9.    Changes In and Disagreements with Accountants on Accounting
              and Financial Disclosure.....................................26


                                    PART III

Item 10.   Directors and Executive Officers................................26

Item 11.   Management Remuneration and Transactions........................27

Item 12.   Security Ownership of Certain Beneficial Owners and Management..27

Item 13.   Certain Relationships and Related Transactions..................27


                                     PART IV

Item 14.   Exhibits, Supplemental Financial Statement Schedules
              and Reports on Form 8-K......................................30



<PAGE>








                                     PART I

ITEM 1.  BUSINESS

Description of the Partnership

Marriott Residence Inn Limited Partnership,  a Delaware limited partnership (the
"Partnership"),  was formed on January 18,  1988 to acquire,  own and operate 15
Marriott  Residence Inn  properties  (the "Inns") and the land on which the Inns
are  located.  The Inns are located in seven states and contain a total of 2,129
suites as of December 31, 1999. The  Partnership  commenced  operations on March
29, 1988.

The  Partnership  is engaged  solely in the business of owning and operating the
Inns and therefore is engaged in one industry segment.  The principal offices of
the Partnership are located at 10400 Fernwood Road, Bethesda, Maryland 20817.

The Inns are operated as part of the  Residence  Inn by Marriott  system and are
managed by Residence  Inn by Marriott,  Inc.  (the  "Manager"),  a  wholly-owned
subsidiary of Marriott International, Inc. ("MII"), under a long-term management
agreement (the "Management Agreement"). The Management Agreement expires in 2007
with renewals at the option of the Manager for one or more of the Inns for up to
five successive terms of 10 years thereafter. See Item 13 "Certain Relationships
and Related Transactions."

The objective of the Residence Inn by Marriott system, including the Inns, is to
provide  consistently  superior  lodging  at a fair  price  with  an  appealing,
friendly and contemporary residential character.  Residence Inn by Marriott Inns
generally have fewer guest rooms than traditional  full-service  hotels, in most
cases  containing  approximately  120 guest suites,  as compared to full-service
Marriott hotels which typically contain 350 or more guest rooms.

The Inns are  extended-stay,  limited  service  hotels which cater  primarily to
business and family  travelers who stay more than five consecutive  nights.  The
Inns  typically  have 88 to 144 studio,  one bedroom,  two bedroom and two-story
penthouse suites. They are generally located in suburban settings throughout the
United  States  and  feature  a  series  of  residential  style  buildings  with
landscaped walkways, courtyards and recreational areas. See Item 2 "Properties."
Residence Inns do not have  restaurants,  but offer a complimentary  continental
breakfast.  In addition,  most of the Inns provide a  complimentary  hospitality
hour.  Each  suite  contains  a  fully-equipped  kitchen  and many  suites  have
woodburning fireplaces.

The Partnership's  financing needs have been funded through loan agreements with
independent financial institutions. See "Debt" section below.

Organization of the Partnership

Between March 29, 1988 and April 22, 1988 (the "Closing  Date"),  65,600 limited
partnership interests (the "Units") were sold in a public offering. The offering
price per Unit was $1,000.  RIBM One Corporation  ("RIBM One"), the sole general
partner of the Partnership prior to December 22, 1998,  contributed $662,627 for
its 1% general  partnership  interest.  On the  Closing  Date,  the  Partnership
acquired the Inns and the land on which the Inns are located from Host  Marriott
Corporation  ("Host Marriott") for $178.8 million.  Of the total purchase price,
$123 million was paid from the proceeds of mortgage  financing and the remainder
from the sale of the Units.

On April 17, 1998,  Host  Marriott,  the parent of RIBM One,  announced that its
Board of Directors  authorized the company to reorganize its business operations
to qualify as a real estate  investment trust ("REIT") to become effective as of
January 1, 1999 (the "REIT  Conversion").  On December 29, 1998,  Host  Marriott
announced  that it had  completed  substantially  all  the  steps  necessary  to
complete  the REIT  Conversion  and  expected  to  qualify  as a REIT  under the
applicable federal income tax laws beginning January 1, 1999.  Subsequent to the
REIT  Conversion,  Host Marriott is referred to as Host REIT. In connection with
the REIT Conversion, Host REIT contributed substantially all of its hotel assets
to a newly-formed partnership Host Marriott LP ("Host LP").

Prior to December 22, 1998, the sole general partner of the Partnership,  with a
1%  interest,  was RIBM One, a wholly  owned  subsidiary  of Host  Marriott.  In
connection with the REIT Conversion, the following steps occurred. Host Marriott
formed RIBM One LLC, a Delaware single member limited liability company,  having
two classes of member interests (Class A - 1% economic interest, managing; Class
B - 99% economic interest,  non-managing).  RIBM One merged into RIBM One LLC on
December  22, 1998 and RIBM One ceased to exist.  On  December  28,  1998,  Host
Marriott  contributed  its entire  interest in RIBM One LLC to Host LP, which is
owned 78% by Host Marriott and 22% by outside partners.  Finally on December 30,
1998,  Host LP contributed its 99% Class B interest in RIBM One LLC to Rockledge
Hotel Properties, Inc. ("Rockledge"),  a Delaware corporation which is owned 95%
by  Host  LP   (economic   non-voting   interest)   and  5%  by  Host   Marriott
Statutory/Charitable  Employee Trust, a Delaware  statutory business trust (100%
of voting interest). As a result, the sole general partner of the Partnership is
RIBM  One LLC  (the  "General  Partner"),  with a Class A 1%  managing  economic
interest owned by Host LP and a Class B 99% non-managing economic interest owned
by Rockledge.

Debt

The  Partnership's  debt consists of a $100 million senior mortgage (the "Senior
Mortgage") and a $30 million second mortgage (the "Second Mortgage").

The Senior  Mortgage bears  interest at a fixed interest rate of 8.6%,  requires
monthly amortization of principal on a 20-year schedule and matures on September
30, 2002. The Second Mortgage bears interest at a fixed interest rate of 15.25%,
requires  monthly  payments  of  interest  and  principal  based  on  a  20-year
amortization schedule and matures on September 30, 2002.

In addition to the required monthly principal payments,  during each of the four
years from 1996 through  1999,  the  Partnership  was required to pay, on a cash
available  basis,  an additional $2 million  principal  payment  annually on the
Senior  Mortgage.   Additionally,   during  the  entire   seven-year  term,  the
Partnership  has the  option to pay up to an  additional  $1  million  principal
payment  annually on the Second  Mortgage and up to another $1 million  optional
principal payment which would be applied in a 2:1 ratio to the Senior and Second
Mortgage,  respectively.  During 1996 and 1998,  the  Partnership  made optional
principal  payments totaling $9 million of which $5.4 million was applied to the
Senior Mortgage and $3.6 million was applied to the Second Mortgage.

The  terms of the  Senior  and  Second  Mortgages  include  requirements  of the
Partnership to maintain certain defined ratios of operating cash available after
debt  service  to total  debt  service.  In the event the  Partnership  fails to
maintain the required debt service ratios, all Inn operating cash flow, plus all
cash or other amounts to which the Partnership is entitled from any source, must
be paid directly to a cash  collateral  account until the ratios are restored to
their required  levels.  The  Partnership has met all required ratios during the
loan term.

Both the Senior and Second  Mortgages are secured by the Inns, the land on which
they are located,  a security interest in all personal property  associated with
the Inns  including  furniture  and  equipment,  inventory,  contracts and other
general  intangibles  and an  assignment of the  Partnership's  rights under the
Management Agreement, as defined below.



<PAGE>



Material Contracts

Management Agreement

The primary  provisions  of the  Management  Agreement  are discussed in Item 13
"Certain Relationships and Related Transactions."

Competition

The United States lodging industry generally is comprised of two broad segments:
full service hotels and limited  service hotels.  Full service hotels  generally
offer  restaurant and lounge  facilities and meeting  spaces,  as well as a wide
range of services,  typically  including bell service and room service.  Limited
service hotels  generally offer  accommodations  with limited or no services and
amenities.  As extended-stay hotels, the Inns compete effectively with both full
service and limited  service  hotels in their  respective  markets by  providing
streamlined  services and amenities  exceeding those provided by typical limited
service hotels at prices that are  significantly  lower than those  available at
full service hotels.

The lodging industry in general, and the extended-stay segment in particular, is
highly  competitive,  but the degree of  competition  varies  from  location  to
location. The Inns compete with several other major lodging brands.  Competition
in the  industry  is  based  primarily  on the  level  of  service,  quality  of
accommodations,  convenience of locations and room rates.  The following are key
participants in the  extended-stay  segment of the lodging  industry:  Residence
Inn, Homewood Suites by Hilton,  Hawthorne Suites,  Summerfield Suites, Extended
Stay America and AmeriSuites.

Conflicts of Interest

Because  Host LP, the  managing  member of the  General  Partner,  MII and their
affiliates own and/or operate hotels other than the  Partnership's  Inns and MII
and its  affiliates  license  others to operate  hotels under the various  brand
names owned by MII and its  affiliates,  potential  conflicts of interest exist.
With respect to these potential  conflicts of interest,  Host Marriott,  MII and
their  affiliates  retain a free right to compete with the  Partnership's  Inns,
including the right to develop, own, and operate competing hotels now and in the
future in markets in which the Inns are located,  in addition to those  existing
hotels which may currently compete directly or indirectly with the Inns.

Under Delaware law, the General  Partner has a fiduciary duty to the Partnership
and is  required to exercise  good faith and  loyalty in all its  dealings  with
respect to Partnership affairs.

Policies with Respect to Conflicts of Interest

It is the policy of the General Partner that the Partnership's relationship with
the General Partner,  any affiliate of the General Partner,  or persons employed
by the General  Partner or its affiliates be conducted on terms that are fair to
the  Partnership   and  that  are   commercially   reasonable.   Agreements  and
relationships   involving  the  General   Partner  or  its  affiliates  and  the
Partnership are on terms  consistent with the terms on which the General Partner
or its affiliates have dealt with unrelated parties.

The  Amended and  Restated  Agreement  of Limited  Partnership  as amended  (the
"Partnership   Agreement"),   provides   that  any   agreements,   contracts  or
arrangements  between  the  Partnership  and the  General  Partner or any of its
affiliates, except for rendering legal, tax, accounting, financial, engineering,
and procurement  services to the Partnership by employees of the General Partner
or its affiliates,  will be on commercially reasonable terms and will be subject
to the following additional conditions:

(i)    the  General  Partner or any such  affiliate  must have the  ability to
       render such services or to sell or lease such goods;

(ii)   such  agreements,   contracts  or  arrangements   must  be  fair  to  the
       Partnership  and  reflect  commercially  reasonable  terms  and  must  be
       embodied in a written  contract  which  precisely  describes  the subject
       matter thereof and all compensation to be paid therefor;

(iii)  no rebates or give-ups may be received by the General Partner or any such
       affiliate,  nor may the General Partner or any such affiliate participate
       in any reciprocal  business  arrangements  which would have the effect of
       circumventing any of the provisions of the Partnership Agreement; and

(iv)   no such  agreement,  contract  or  arrangement  as to which  the  limited
       partners had previously given approval may be amended in such a manner as
       to increase the fees or other compensation  payable by the Partnership to
       the  General  Partner  or  any  of  its  affiliates  or to  decrease  the
       responsibilities  or duties of the General  Partner or any such affiliate
       in the absence of the consent of the holders of a majority in interest of
       the limited partners.

Employees

Neither  the General  Partner nor the  Partnership  has any  employees.  Host LP
provides  the services of certain  employees  (including  the General  Partner's
executive  officers) of Host LP to the Partnership and the General Partner.  The
Partnership  and the  General  Partner  anticipate  that  each of the  executive
officers of the General  Partner will generally  devote a sufficient  portion of
his or her  time  to the  business  of the  Partnership.  However,  each of such
executive officers also will devote a significant  portion of his or her time to
the business of Host LP and its other  affiliates.  No officer or manager of the
General Partner or employee of Host LP devotes a significant  percentage of time
to Partnership matters. To the extent that any officer, manager or employee does
devote time to the  Partnership,  the General Partner or Host LP, as applicable,
is entitled to reimbursement  for the cost of providing such services.  See Item
11 "Management Remuneration and Transactions" for information regarding payments
made to Host LP or its  subsidiaries  for the cost of  providing  administrative
services to the Partnership.


ITEM 2.  PROPERTIES

Introduction

The Inns consist of 15 Residence  Inn by Marriott  Inns as of December 31, 1999.
The  Inns,  which  range in age  between  12 and 15  years,  are  geographically
diversified  among seven states:  four in Ohio,  three in  California,  three in
Georgia, two in Missouri, and one in each of Illinois, Colorado and Michigan.

The  extended-stay   segment  of  the  lodging  industry  experienced  increased
competition throughout 1999 as new extended-stay competitors entered the market.
This trend is  expected to  continue  in 2000.  In  response  to this  increased
competition,  Residence Inn by Marriott's strategy is to differentiate the brand
on the basis of superior service offerings and delivery.  See Item 1 "Business -
Competition."


<PAGE>



Name and Location of Partnership Inns
<TABLE>


                Inn                                          Number of Suites                      Date Opened
------------------------------------                     -------------------------              ------------------
<S>                                                      <C>                                    <C>
California
     Costa Mesa                                                    144                                1986
     La Jolla                                                      287                                1986
     Long Beach                                                    216                                1987
Colorado
     Boulder                                                       128                                1986
Georgia
     Atlanta Buckhead                                              136                                1987
     Atlanta Cumberland                                            130                                1987
     Atlanta Dunwoody                                              144                                1984
Illinois
     Chicago Lombard                                               144                                1987
Michigan
     Southfield                                                    144                                1986
Missouri
     St. Louis Chesterfield                                        104                                1986
     St. Louis Galleria                                            152                                1986
Ohio
     Cincinnati North                                              144                                1985
     Columbus North                                                 96                                1985
     Dayton North                                                   64                                1987
     Dayton South                                                   96                                1985
                                                         -------------------------
                                     TOTAL SUITES                 2,129
                                                         =========================

</TABLE>

ITEM 3.  LEGAL PROCEEDINGS

The   Partnership   and  the  Inns  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.

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  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,
among other things,  that the Defendants  committed  fraud,  breached  fiduciary
duties  and  violated  the  provisions  of  various  contracts.  A related  case
concerning  Courtyard by Marriott II Limited Partnership  ("Courtyard II") filed
by the  plaintiffs'  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  involved in the  above-referenced
Haas lawsuit, Case No. 98-CI-04092.

On March 9, 2000,  the  Defendants  entered  into a  settlement  agreement  with
counsel to the plaintiffs to resolve the Haas and Courtyard II  litigation.  The
settlement   is  subject  to  numerous   conditions,   including   participation
thresholds,  court  approval  and  various  consents.  Under  the  terms  of the
settlement,  the limited  partners of the  Partnership  who elect to participate
would be paid $228.38 per Unit ($14,981,728 in the aggregate,  if the holders of
all Units  participate)  in  exchange  for  dismissal  of the  litigation  and a
complete  release of all claims.  This amount  would be reduced by the amount of
attorneys'  fees  awarded by the court.  In addition to this cash  payment,  the
Manager would waive $29,781,000 of deferred  incentive  management fees. Limited
partners who opt out of the settlement would receive no payment but would retain
their individual claims against the Defendants. The Defendants may terminate the
settlement if the holders of more than 10% of the  Partnership's  65,600 limited
partner Units choose not to participate,  if the holders of more than 10% of the
limited  partner  units in any one of the  other  partnerships  involved  in the
litigation  choose not to  participate  or if certain other  conditions  are not
satisfied.  The Manager  will  continue to manage the  Partnership's  Inns under
long-term  agreements.  The details of the  settlement  will be  contained  in a
court-approved notice to the Partnership's limited partners.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None





<PAGE>



                                     PART II


ITEM 5.      MARKET FOR THE PARTNERSHIP'S  LIMITED PARTNERSHIP UNITS AND RELATED
             SECURITY HOLDER MATTERS

There is currently no established  public trading market for the Units and it is
not anticipated that a public market for the Units will develop.  Assignments of
Units are  limited to the first date of each  fiscal  quarter and are subject to
approval  by the General  Partner.  As of December  31,  1999,  there were 3,858
holders of record of the Partnership's 65,600 Units.

The  Partnership  generally  distributes  cash  available  for  distribution  as
follows:  (i) first,  99% to the limited partners and 1% to the General Partner,
until the partners have received,  with respect to such year, an amount equal to
10% of their  Invested  Capital,  defined  as the  excess  of  original  capital
contributions  over  cumulative  distributions  of  net  refinancing  and  sales
proceeds  ("Capital  Receipts")  (ii)  second,   remaining  cash  available  for
distribution will be distributed as follows,  depending on the amount of Capital
Receipts previously distributed:

(a)    99% to  the  limited  partners  and 1% to  the  General  Partner,  if the
       partners  have received  aggregate  cumulative  distributions  of Capital
       Receipts of less than 50% of their original capital contributions; or

(b)    85% to the  limited  partners  and  15% to the  General  Partner,  if the
       partners  have received  aggregate  cumulative  distributions  of Capital
       Receipts  equal  to or  greater  than  50% but  less  than  100% of their
       original capital contributions; or

(c)    70% to the  limited  partners  and  30% to the  General  Partner,  if the
       partners  have received  aggregate  cumulative  distributions  of Capital
       Receipts equal to 100% or more of their original capital contributions.

Cash available for distribution  means,  with respect to any fiscal period,  the
cash  revenues of the  Partnership  from all sources  during the fiscal  period,
other than Capital  Receipts less (i) all cash  expenditures  of the Partnership
during  such  fiscal  period,  including,   without  limitation,  debt  service,
repayment of advances made by the General Partner,  fees for management services
and administrative  expenses (excluding expenditures incurred by the Partnership
in connection with a transaction  resulting in Capital Receipts),  and (ii) such
reserves  as may  be  determined  by  the  General  Partner  in  its  reasonable
discretion  to be  necessary  to provide for the  foreseeable  cash needs of the
Partnership or for the maintenance, repair, or restoration of the Inns.

As of December 31, 1999, the  Partnership has distributed a total of $43,669,801
to the partners ($659 per limited partner unit) since inception. The Partnership
made no distributions during the year ended December 31, 1999. In February 1998,
$3,313,131 ($50 per limited partner unit) was distributed  from 1997 operations.
In February 1997, the  Partnership  distributed  $1,656,566 from 1996 operations
($25 per limited partner unit). No  distributions  of Capital Receipts have been
made since inception.

For future cash distributions,  see "Capital Resources and Liquidity" under Item
7, "Management's  Discussion and Analysis of Financial  Condition and Results of
Operations".



<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA

The following selected financial data present historical  operating  information
for the  Partnership for each of the five years in the period ended December 31,
1999 presented in accordance with accounting  principles  generally  accepted in
the United States.
<TABLE>

                                                       1999         1998         1997         1996         1995
                                                   -----------  -----------  -----------  -----------  -----------
                                                               (in thousands, except per unit amounts)
<S>                                                <C>          <C>          <C>          <C>           <C>

Income Statement Data:

Revenues...........................................$    66,198  $    66,135  $    62,087  $    60,824   $    56,725
Operating profit...................................     16,477       16,775       17,364       16,151        14,400
Net income.........................................      5,466        4,868        4,914        3,087         1,517
Net income per limited partner unit
   (65,600 Units)..................................         83           73           74           47            23

Balance Sheet Data:

Total assets.......................................$   148,975  $   148,353  $   151,971  $   151,658   $   157,061
Total liabilities..................................    133,375      138,219      143,392      146,337       149,858
Cash distributions per limited partner unit
   (65,600 Units)..................................         --           50           25           75            13

</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this Form 10-K 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  Act of
1934  contained   important   factors  with  respect  to  such   forward-looking
statements,  including:  (i) national and local economic and business conditions
that will affect,  among other  things,  demand for products and services at the
Inns and other properties,  the level of suite and room rates and occupancy that
can be achieved by such properties and the  availability and terms of financing;
(ii) the  ability to  compete  effectively  in areas  such as access,  location,
quality of accommodations  and suite and room rate structures;  (iii) changes in
travel patterns,  taxes and government  regulations which influence or determine
wages, prices,  construction  procedures and costs; (iv) governmental approvals,
actions and initiatives including the need for compliance with environmental and
safety  requirements,  and changes in laws and regulations or the interpretation
thereof; 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.

GENERAL

The following  discussion and analysis  addresses  results of operations for the
fiscal years ended December 31, 1999, 1998 and 1997. During the period from 1997
through 1999, Partnership sales grew from $62.1 million to $66.2 million. Growth
in suite sales,  and thus Inn sales, is primarily a function of combined average
occupancy and combined  average  daily suite rates.  During the period from 1997
through  1999,   the  Inns'   combined   average  daily  suite  rate   increased
approximately $7 from $91 to $98, while the combined average occupancy decreased
slightly from 83.4% to 83%.

The  Partnership's  operating costs and expenses are, to a great extent,  fixed.
Therefore, the Partnership derives substantial operating leverage from increases
in revenue.  The variable expenses include (i) base management and Residence Inn
system fees under the Management Agreement,  which are 2% of gross sales, and 4%
of suite  sales,  respectively;  and (ii)  incentive  management  fees under the
Management Agreement equal to 15% of operating profit (20% when operating profit
equals or exceeds $23.5  million),  as defined,  payable out of 50% of available
cash flow as defined.

RESULTS OF OPERATIONS

The following table shows selected combined  operating  statistics for the Inns.
Revenue per available room ("REVPAR")  represents the combination of the average
daily room rate charged and the average  occupancy  achieved,  and is a commonly
used indicator of hotel performance.


                                               Year Ended December 31,
                                               -----------------------
                                          1999           1998            1997
                                      -----------    -----------     -----------
Combined average occupancy............      83.0%          84.9%           83.4%
Combined average daily suite rate.....$     98.06    $     96.15     $     91.44
REVPAR................................$     81.24    $     81.63     $     76.26

1999 Compared to 1998:

Revenues.  Total 1999 Inn sales of $66.2  million  represents a slight  increase
over 1998 results.  The flat results were  primarily due to a stable Inn REVPAR.
REVPAR does not include  other  ancillary  revenues  generated by the Inns.  The
combined average occupancy decreased 1.9 percentage points from 84.9% in 1998 to
83.0% in 1999.  This was  offset by a  corresponding  increase  in the  combined
average daily suite rate from $96.15 in 1998 to $98.06 in 1999. As a result, the
combined average suite sales remained steady at $63.1 million for 1999 and 1998.

Operating Costs and Expenses.  Operating  costs and expenses  increased to $49.7
million  in 1999 from  $49.4  million in 1998  primarily  due to a $1.3  million
increase in depreciation  expense that was offset by a $1.2 million  decrease in
incentive  management fee expense.  The incentive management fee is equal to 15%
of operating  profit as defined by the Management  Agreement (20% in any year in
which  operating  profit is equal to or greater  than $23.5  million).  In 1999,
operating profit was $23.4 million;  therefore, the incentive management fee was
calculated as 15% of operating profit.  However,  in 1998,  operating profit was
$23.6  million;  therefore,  the incentive  management fee was calculated at the
higher percentage of 20% of operating profit.  Thus,  resulting in a decrease in
incentive management fee expense in 1999.

Inn  property-level  costs and expenses  increased  to $32.3  million in 1999 as
compared to $31.8 million in 1998.  The increase is due to an increase in salary
and  benefits  as  the  Inns  endeavor  to  maintain  competitive  wage  scales.
Depreciation  expense  increased  due to fixed  asset  purchases  in 1999.  As a
percentage  of Inn revenues,  operating  costs and expenses  represented  75% of
revenues for 1999 and 1998.

Operating Profit. As a result of the changes in revenues and operating costs and
expenses  discussed  above,  operating  profit,  as  shown on the  Statement  of
Operations,  decreased  $300,000 to $16.5  million,  or 25% of total revenues in
1999 from $16.8 million, or 25% of total revenues in 1998.

Interest expense.  Interest expense decreased 7.4% to $11.3 million in 1999 from
$12.2  million in 1998 due to  principal  amortization  on the Senior and Second
Mortgages.

Net Income.  Net income  increased by $598,000 in 1999 to 8.25% of revenues from
$4.9 million, or 7.4% of total revenues, in 1998 primarily due to the changes in
revenues and expenses discussed above.

1998 Compared to 1997:

Revenues. Total 1998 Inn sales of $66.1 million represented a $4 million, or 6%,
increase over 1997  results.  This  increase was achieved  primarily  through an
increase in Inn REVPAR. REVPAR increased $5 in 1998 as a result of a $5 increase
in the  average  suite  rate from $91 in 1997 to $96 in 1998.  Combined  average
occupancy  increased  by  approximately  two  percentage  points to 84.9%.  As a
result,  1998 combined  average suite sales  increased by $4 million,  or 7%, to
$63.1 million from $59.1 million in 1997.

Operating Costs and Expenses.  Operating  costs and expenses  increased to $49.4
million  in 1998 from  $44.7  million in 1997  primarily  due to a $2.7  million
increase in  property-level  costs and expenses  and a $1.3 million  increase in
incentive  management fee expense.  Property-level  cost and expenses  increased
primarily  due to increase in salaries and wages at the Inns  necessary in order
to attract and retain quality  personnel.  Repairs and maintenance  expense also
increased as a result of efforts to standardize the landscaping and lawn care at
the Inns during 1998.  Finally,  property-level  cost and expenses were lower in
1997,  compared to 1998 due to the $800,000 adjustment to decrease the sales and
use tax liability in 1997. Incentive management fee is equal to 15% of operating
profit  as  defined  in the  Management  Agreement  (20% in any  year  in  which
operating  profit is equal to or  greater  than  $23.5  million).  In 1998,  the
incentive  management  fee was  calculated  as 20% of operating  profit equal to
$23.6 million.  In 1997,  the incentive  management fee was calculated as 15% of
operating  profit  equal  to  $22.6  million.  Thus the  increase  in  incentive
management  fee  was due to  improved  operating  profit  and  operating  profit
exceeding the $23.5 million  threshold in 1998. As a percentage of Inn revenues,
operating  costs and  expenses  represented  75% of revenues for 1998 and 72% in
1997.

Operating Profit. As a result of the changes in revenues and operating costs and
expenses discussed above,  operating profit decreased $600,000 to $16.8 million,
or 25% of total  revenues,  in 1998 from $17.4  million,  or 28% of  revenues in
1997.

Interest Expense.  Interest expense decreased 4.6% to $12.2 million in 1998 from
$12.8  million in 1997 due to  principal  amortization  of the Senior and Second
Mortgages.

CAPITAL RESOURCES AND LIQUIDITY

The  Partnership's  financing needs have been  historically  funded through loan
agreements  with  independent  financial  institutions.  Beginning in 1998,  the
Partnership's  property improvement fund was insufficient to meet current needs.
The   shortfall  is  primarily   due  to  the  need  to  complete   total  suite
refurbishments at a majority of the Partnership's Inns. These refurbishments are
part of the routine capital  expenditure  cycle for maintaining Inns that are 12
to 15 years old.  To address the  shortfall,  the  Partnership  provided a $1.45
million loan to the property improvement fund in first quarter 1999 and provided
a $1.2 million loan to the fund in first quarter 2000.



<PAGE>



In light of the increased  competition  in the  extended-stay  market  described
above, the Manager has also proposed  additional  improvements that are intended
to enhance the overall value and  competitiveness  of the Inns.  These  proposed
improvements  include  design,  structural  and  technological  improvements  to
modernize  and  enhance  the  functionality  and appeal of the Inns.  Based upon
information  provided by the Manager,  approximately $48 million may be required
over the next five years for the  routine  renovations  and all of the  proposed
additional  improvements.  Based on the anticipated capital expenditure needs of
the Inns over the next few years,  it appears  unlikely that cash  distributions
will be possible for 2000 and 2001.

The General  Partner  believes  that cash from Inn  operations  and  Partnership
reserves will be  sufficient  to make the required debt service  payments and to
fund a portion of the capital  expenditures  at the Inns. The General Partner is
reviewing the Manager's  proposed Inn renovations  and  improvements to identify
those projects that have the greatest value to the Partnership.

Principal Sources and Uses of Cash

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

Cash provided by operating activities was $14.9 million, $14.8 million and $12.7
million for the years ended December 31, 1999, 1998 and 1997, respectively. Cash
from  operations  in 1999  increased  $136,000  as  compared  to 1998  due to an
improvement in Inn operations due to the increase in the combined  average suite
rate.  The $2.1 million  increase in cash from  operations in 1998 over 1997 was
primarily due to an  improvement  in Inn  operations in 1998 as compared to 1997
and  an  increase  in  accounts  payable  and  accrued  expenses  in  1998.  The
Partnership  paid $11.8 million,  $11.8 million and $12.4 million in interest in
1999, 1998 and 1997, respectively.

Cash used in  investing  activities  was $6.1  million,  $4.6  million  and $3.9
million for the years ended December 31, 1999, 1998 and 1997, respectively.  The
Partnership's   cash  used  in  investing   activities   primarily  consists  of
contributions  to the property  improvement  fund and capital  expenditures  for
improvements to the Inns.  Contributions  to the property  improvement fund were
$5.1  million,  $4.0 million and $3.1  million for the years ended  December 31,
1999, 1998 and 1997,  while capital  expenditures  were $5.5 million for each of
these years. The $1.1 million increase in contributions in 1999 from 1998 is due
primarily  to a $1.45  million  loan funded by the  Partnership  to the property
improvement fund in 1999 offset by the decrease in the contribution rate from 6%
in  1998 to  5.5%  in  1999.  Contributions  to the  property  improvement  fund
increased  $864,000 in 1998 due to the $4 million  increase in revenues  and the
increase  in  the  required  property  improvement  fund  contribution  to 6% of
revenues in 1998 from 5% in 1997.  Capital  expenditures  in 1999, 1998 and 1997
include   $904,000,   $535,000  and  $627,000,   respectively,   paid  from  the
Partnership's operating cash account for owner funded projects.

Cash used in  financing  activities  was $6.8  million,  $11.8  million and $6.6
million for the years ended December 31, 1999, 1998 and 1997, respectively.  The
Partnership's  financing activities are intended to consist primarily of capital
distributions to partners and repayment of mortgage debt.  During 1999, 1998 and
1997,  the  Partnership  repaid $6.8  million,  $8.5  million and $4.9  million,
respectively,  of  principal on the Senior and Second  Mortgages.  There were no
optional  prepayments on mortgage debt or capital  distributions to the partners
in 1999. Optional principal  repayments on the mortgage debt were $5 million and
$2 million in 1998 and 1997, respectively. Capital distributions to the partners
were $3.3 million and $1.7  million,  respectively,  in 1998 and 1997.  The $3.3
million  distributed in 1998 was from 1997 cash flow from  operations.  The $1.7
million distributed in 1997 was from 1996 cash flow from operations.



<PAGE>



Debt

The Partnership's mortgage debt is comprised of a $100 million note (the "Senior
Mortgage")  which bears  interest at a fixed rate of 8.6% and a $30 million note
(the  "Second  Mortgage")  which bears  interest at a fixed rate of 15.25% for a
blended  interest rate of 10.13%.  Both the Senior  Mortgage and Second Mortgage
require  monthly  payments of principal and interest and mature on September 30,
2002. In addition to the required monthly payment, during each of the four years
from 1996 through 1999, the Partnership was required to pay, on a cash available
basis,  an  additional  $2  million  principal  payment  annually  on the Senior
Mortgage.  Additionally,  during the entire seven-year term, the Partnership has
the option to pay up to an additional $1 million  principal  payment annually on
the Second  Mortgage  and up to another $1 million  optional  principal  payment
which  would be  applied  in a 2:1  ratio to the  Senior  and  Second  Mortgage,
respectively.  During 1996 and 1998,  the  Partnership  made optional  principal
payments  totaling  $9 million of which $5.4  million  was applied to the Senior
Mortgage and $3.6 million was applied to the Second Mortgage.

Both the Senior  Mortgage and the Second  Mortgage are secured by the Inns,  the
land on which they are located,  a security  interest in all  personal  property
associated with the Inns including furniture and equipment, inventory, contracts
and other general  intangibles  and an assignment  of the  Partnership's  rights
under the management agreement.

Operating  profit  from the Inns in excess of debt  service  on the  Senior  and
Second  Mortgages is distributed in the following order of priority:  (i) to pay
the Partnership its annual 10% priority  return,  (ii) to the Manager in payment
of deferred base management fees, (iii) 50% of the remaining operating profit is
paid to the Manager  for  incentive  management  fees and 50% is retained by the
Partnership  until the amount retained by each party,  separately,  equals 5% of
the Partnership's  invested capital,  and (iv) once the Partnership has retained
the additional 5% return,  75% of any remaining  operating profit is paid to the
Manager for incentive management fees and 25% is retained by the Partnership.

Property Improvement Fund

The Management Agreement requires annual contributions to a property improvement
fund to ensure that the physical  condition and product  quality of the Inns are
maintained. Contributions to this fund are based on a percentage of annual total
Inn sales.  Based on capital budgets provided by the Manager,  the Partnership's
property  improvement  fund reserves were  insufficient  beginning in 1998.  The
shortfall is primarily due to the need to complete total suite refurbishments at
the majority of the Partnership's Inns in the next several years. As a result of
this shortfall, the General Partner established a reserve in 1996 for the future
capital needs of the  Partnership's  Inns. 1996 cash  distributions  to partners
were  net  of  this  reserve.  In  addition,  to  minimize  the  shortfall,  the
Partnership  increased the contribution rate from 5% to 6% in 1998; however, the
contribution  rate was reduced to 5.5% for 1999.  In the first  quarter of 1999,
the Partnership  provided a loan to the property  improvement fund of $1,450,000
for 1998. An additional  $1,200,000 loan was provided for 1999. This advance was
funded in the first  quarter of 2000.  The balance in the  property  improvement
fund totaled  $867,000 as of December 31,  1999.  Contributions  to the property
improvement fund for 2000 and forward are equal to 5% of gross Inn sales.

Deferred Management Fees

The Manager  earns a base  management  fee equal to 2% of the Inns' gross sales.
Through 1990,  payment of the base  management fee was subordinate to qualifying
debt service  payments and retention by the Partnership of annual cash flow from
operations  of  $6,626,263.  Deferred  base  management  fees were  payable from
operating  cash flow,  but only after the  payment of (i) debt  service,  (ii) a
priority return to the Partnership and (iii) certain other priorities as defined
in the Management Agreement.  Beginning in 1991 and thereafter,  base management
fees are paid currently.  Pursuant to the terms of the Management Agreement, the
Partnership  paid the  remaining  balance of deferred  base  management  fees of
$872,000 in 1998.  Therefore,  as of December 31,  1999,  there were no deferred
base management fees.

In addition, the Manager is entitled to an incentive management fee equal to 15%
of Operating Profit, as defined in the Management  Agreement (20% in any year in
which Operating Profit is equal to or greater than $23.5 million). The incentive
management  fee is  payable  out of 50% of cash flow from  operations  remaining
after  payments of qualifying  debt  service,  retention by the  Partnership  of
annual cash flow from  operations of $6,626,263 and the deferred base management
fee. Of this amount,  the  Partnership  retains an additional  50% of the excess
cash  flow,  up  to  5% of  its  invested  capital.  Thereafter,  the  incentive
management fee is payable out of 75% of the remaining cash flow from operations.
Through  1989,  the  Manager  was not  entitled  to accrue any unpaid  incentive
management fees.  Incentive management fees earned after 1989 are payable in the
future from operating cash flow, as defined.  Unpaid  incentive  management fees
are paid  from cash flow  available  for  incentive  management  fees  following
payment  of the then  current  incentive  management  fees.  For the year  ended
December 31, 1999,  $3.5 million in  incentive  management  fees was earned,  of
which $769,000 was paid.  $3.4 million in incentive  management fees were earned
and  deferred in 1998.  As of December  31,  1999 and 1998,  deferred  incentive
management  fees  were  $29.8  million  and $27  million,  respectively.  If the
litigation settlement referred to in Item 3 "Legal Proceedings," is consummated,
$29,781,000, of these fees will be waived by the Manager.

Competition

Residence Inn by Marriott  continues to be highly  competitive and report stable
system-wide  operating results when compared to the prior year due to successful
marketing efforts and a continued guest commitment. 1999 has been a challenge as
extended-stay  hotel  competitors  continue  to increase  their  presence in the
market.  In response,  during 1999 the Manager continued to heighten its efforts
to become the  pre-eminent  leader in this  hospitality  category,  focusing  on
customers  that  prefer  a  quality  residential  experience.   The  Manager  is
continuing to monitor the  introduction and growth of new  extended-stay  brands
including  Homewood  Suites by Hilton,  Hawthorne  Suites,  Summerfield  Suites,
Extended  Stay America and  AmeriSuites.  In addition,  a renewed  focus will be
placed on  strengthening  each  Inn's  sales  efforts in order to  solidify  the
existing relationships with current clients and to establish new ones.

Inflation

The rate of  inflation  has been  relatively  low in the past  four  years.  The
Manager is generally able to pass through  increased costs to customers  through
higher room rates and prices.  In 1999,  the increase in average  suite rates of
Residence Inns kept pace with inflationary costs.

Seasonality

Demand,  and thus room  occupancy,  is affected by normally  recurring  seasonal
patterns. For most of the Inns, demand is higher in the spring and summer months
(March through October) than during the remainder of the year.

ITEM 7A.  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
December 31, 1999, all of the Partnership's debt has a fixed interest rate.

<PAGE>



ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index

Marriott Residence Inn Limited Partnership Financial Statements:            Page

     Report of Independent Public Accountants...............................  15

     Statement of Operations................................................  16

     Balance Sheet..........................................................  17

     Statement of Changes in Partners' Capital..............................  18

     Statement of Cash Flows................................................  19

     Notes to Financial Statements..........................................  20




<PAGE>



                    Report of Independent Public Accountants



TO THE PARTNERS OF MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP:

We have audited the accompanying balance sheet of Marriott Residence Inn Limited
Partnership (a Delaware  limited  partnership) as of December 31, 1999 and 1998,
and the related statements of operations,  changes in partners' capital and cash
flows for the three years ended December 31, 1999.  These  financial  statements
and the  schedule  referred  to  below  are the  responsibility  of the  General
Partner's  management.  Our  responsibility  is to  express  an opinion on these
financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Marriott Residence Inn Limited
Partnership  as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the three years  ended  December  31, 1999 in  conformity
with accounting principles generally accepted in the United States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The schedule listed in the index at Item
14(a)(2) is  presented  for the purpose of  complying  with the  Securities  and
Exchange  Commission's  rules and is not a required part of the basic  financial
statements.  This schedule has been subjected to the auditing procedures applied
in our audit of the basic  financial  statements  and,  in our  opinion,  fairly
states in all material  respects  the  financial  data  required to be set forth
therein in relation to the basic financial statements taken as a whole.



                                                             ARTHUR ANDERSEN LLP



Vienna, Virginia
March 17, 2000


<PAGE>



                             Statement of Operations
                   Marriott Residence Inn Limited Partnership
              For the Years Ended December 31, 1999, 1998 and 1997
                     (in thousands, except per Unit amounts)

<TABLE>
<S>                                                                         <C>              <C>            <C>


                                                                                 1999            1998           1997
                                                                             -----------     -----------    -----------
REVENUES
   Suites....................................................................$    63,112     $    63,105    $    59,082
   Other operating departments...............................................      3,086           3,030          3,005
                                                                             -----------     -----------    -----------
       Total Inn revenues....................................................     66,198          66,135         62,087
                                                                             -----------     -----------    -----------

OPERATING COSTS AND EXPENSES
   Inn property-level costs and expenses
     Suites..................................................................     14,078          13,543         12,603
     Other department costs and expenses.....................................      2,889           1,447          1,152
     Selling, administrative and other.......................................     15,290          16,802         15,290
                                                                             -----------     -----------    -----------
       Total Inn property-level costs and expenses...........................     32,257          31,792         29,045
   Depreciation..............................................................      6,952           5,703          5,328
   Incentive management fee..................................................      3,521           4,720          3,383
   Residence Inn system fee..................................................      2,524           2,524          2,363
   Property taxes............................................................      2,230           2,274          2,213
   Base management fee.......................................................      1,324           1,323          1,242
   Equipment rent and other..................................................        913           1,024          1,149
                                                                             -----------     -----------    -----------

                                                                                  49,721          49,360         44,723
                                                                             -----------     -----------    -----------

OPERATING PROFIT.............................................................     16,477          16,775         17,364
   Interest expense..........................................................    (11,315)        (12,200)       (12,788)
   Interest income...........................................................        304             293            338
                                                                             -----------     -----------    -----------

NET INCOME...................................................................$     5,466     $     4,868    $     4,914
                                                                             ===========     ===========    ===========

ALLOCATION OF NET INCOME
   General Partner...........................................................$        55     $        49    $        49
   Limited Partners..........................................................      5,411           4,819          4,865
                                                                             -----------     -----------    -----------

                                                                             $     5,466     $     4,868    $     4,914
                                                                             ===========     ===========    ===========

NET INCOME PER LIMITED PARTNER UNIT
   (65,600 Units)............................................................$        83     $        73    $        74
                                                                             ===========     ===========    ===========


</TABLE>



   The accompanying notes are an integral part of these financial statements.

<PAGE>



                                  Balance Sheet
                   Marriott Residence Inn Limited Partnership
                           December 31, 1999 and 1998
                                 (in thousands)


<TABLE>
                                                                                            1999             1998
                                                                                        -------------     -------------

                                     ASSETS
<S>                                                                                     <C>               <C>
   Property and equipment, net..........................................................$     138,792     $     140,283
   Due from Residence Inn by Marriott, Inc..............................................        1,984             2,041
   Property improvement fund............................................................          867               223
   Deferred financing costs, net of accumulated amortization............................        1,307             1,779
   Cash and cash equivalents............................................................        6,025             4,027
                                                                                        -------------     -------------

                                                                                        $     148,975     $     148,353
                                                                                        =============     =============

                        LIABILITIES AND PARTNERS' CAPITAL
   LIABILITIES
     Mortgage debt......................................................................$     103,282     $     110,084
     Incentive management fees due to Residence Inn by Marriott, Inc....................       29,781            27,029
     Accounts payable and accrued expenses..............................................          312             1,106
                                                                                        -------------     -------------

           Total Liabilities............................................................      133,375           138,219
                                                                                        -------------     -------------

   PARTNERS' CAPITAL
     General Partner
       Capital contribution.............................................................          663               663
       Capital distributions............................................................         (436)             (436)
       Cumulative net income(loss)......................................................            6               (49)
                                                                                        -------------     -------------

                                                                                                  233               178
                                                                                        -------------     -------------
     Limited Partners
       Capital contribution, net of offering costs of $7,550............................       58,050            58,050
       Capital distributions............................................................      (43,233)          (43,233)
       Cumulative net income(loss)......................................................          550            (4,861)
                                                                                        -------------     -------------

                                                                                               15,367             9,956
                                                                                        -------------     -------------

           Total Partners' Capital......................................................       15,600            10,134
                                                                                        -------------     -------------

                                                                                        $     148,975     $     148,353
                                                                                        =============     =============


</TABLE>

   The accompanying notes are an integral part of these financial statements.


<PAGE>



                    Statement of Changes in Partners' Capital
                   Marriott Residence Inn Limited Partnership
              For the Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)


<TABLE>

                                                                          General          Limited
                                                                          Partner          Partners           Total
                                                                       -------------    -------------     -------------

<S>                                                                    <C>              <C>               <C>
Balance, December 31, 1996.............................................$         129    $       5,192     $       5,321

     Capital distributions.............................................          (16)          (1,640)           (1,656)

     Net income........................................................           49            4,865             4,914
                                                                       -------------     ------------     -------------

Balance, December 31, 1997.............................................          162            8,417             8,579

     Capital distributions.............................................          (33)          (3,280)           (3,313)

     Net income........................................................           49            4,819             4,868
                                                                       -------------     ------------     -------------

Balance, December 31, 1998.............................................          178            9,956            10,134

     Net income........................................................           55            5,411             5,466
                                                                       -------------    -------------     -------------

Balance, December 31, 1999.............................................$         233    $      15,367     $      15,600
                                                                       =============    =============     =============



</TABLE>
















   The accompanying notes are an integral part of these financial statements.


<PAGE>



                             Statement of Cash Flows
                   Marriott Residence Inn Limited Partnership
              For the Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)


<TABLE>
<S>                                                                          <C>             <C>            <C>

                                                                                 1999           1998            1997
                                                                             -----------     -----------    -----------

OPERATING ACTIVITIES
   Net income................................................................$     5,466     $     4,868    $     4,914
   Noncash items:
     Depreciation............................................................      6,952           5,703          5,328
     Deferral of incentive management fees due to
       Residence Inn by Marriott, Inc........................................      2,752           4,320          3,383
     Amortization of deferred financing costs as interest....................        472             472            472
     Loss on dispositions of property and equipment..........................         14              --             --
   Changes in operating accounts:
     Due from Residence Inn by Marriott, Inc.................................         57             421             --
     Accounts payable and accrued expenses...................................       (794)           (129)          (753)
     Repayment of base management fee due to
       Residence Inn by Marriott, Inc........................................         --            (872)          (627)
                                                                             -----------     -----------    -----------

           Cash provided by operating activities.............................     14,919          14,783         12,717
                                                                             -----------     -----------    -----------

INVESTING ACTIVITIES
   Additions to property and equipment.......................................     (5,475)         (5,538)        (5,504)
   Change in property improvement fund.......................................       (644)            937          1,607
                                                                             -----------     -----------    -----------

           Cash used in investing activities.................................     (6,119)         (4,601)        (3,897)
                                                                             -----------     -----------    -----------

FINANCING ACTIVITIES
   Principal payments on mortgage debt.......................................     (6,802)         (8,492)        (4,943)
   Capital distributions to partners.........................................         --          (3,313)        (1,656)
                                                                             -----------      ----------    -----------

           Cash used in financing activities.................................     (6,802)        (11,805)        (6,599)
                                                                             ------------     ----------    -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.............................      1,998          (1,623)         2,221

CASH AND CASH EQUIVALENTS at beginning of year...............................      4,027           5,650          3,429
                                                                             -----------      ----------     ----------

CASH AND CASH EQUIVALENTS at end of year.....................................$     6,025     $     4,027    $     5,650
                                                                             ===========     ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
           Cash paid for interest............................................$    11,770     $    11,805    $    12,354
                                                                             ===========     ===========    ===========


</TABLE>



   The accompanying notes are an integral part of these financial statements.


<PAGE>



                          Notes to Financial Statements
                   Marriott Residence Inn Limited Partnership
                           December 31, 1999 and 1998


NOTE 1.  THE PARTNERSHIP

Description of the Partnership

Marriott  Residence  Inn Limited  Partnership  (the  "Partnership"),  a Delaware
limited partnership, was formed on March 29, 1988 to acquire, own and operate 15
Residence Inn by Marriott hotels (the "Inns") and the land on which the Inns are
located.  The Inns are  located in seven  states in the United  States:  four in
Ohio, three in California,  three in Georgia, two in Missouri and one in each of
Illinois,  Colorado and Michigan,  and as of December 31, 1999,  have a total of
2,129  suites.  The Inns are managed by  Residence  Inn by Marriott,  Inc.  (the
"Manager"),  a wholly-owned subsidiary of Marriott International,  Inc. ("MII"),
as part of the Residence Inn by Marriott hotel system.

On April 17, 1998, Host Marriott  Corporation ("Host  Marriott"),  the parent of
RIBM One Corporation  ("RIBM One"),  the sole general partner of the Partnership
prior to December 22, 1998, announced that its Board of Directors authorized the
company to  reorganize  its  business  operations  to  qualify as a real  estate
investment  trust ("REIT") to become  effective as of January 1, 1999 (the "REIT
Conversion").  On  December  29,  1998,  Host  Marriott  announced  that  it had
completed  substantially all the steps necessary to complete the REIT Conversion
and expected to qualify as a REIT under the  applicable  federal income tax laws
beginning January 1, 1999.  Subsequent to the REIT Conversion,  Host Marriott is
referred to as Host REIT.  In  connection  with the REIT  Conversion,  Host REIT
contributed  substantially all of its hotel assets to a newly-formed partnership
Host Marriott LP ("Host LP").

Prior to December 22, 1998, the sole general partner of the Partnership,  with a
1%  interest,  was RIBM One, a wholly  owned  subsidiary  of Host  Marriott.  In
connection with the REIT Conversion, the following steps occurred; Host Marriott
Corporation  formed RIBM One LLC, a Delaware  single  member  limited  liability
company, having two classes of member interests (Class A - 1% economic interest,
managing; Class B - 99% economic interest,  non-managing).  RIBM One merged into
RIBM One LLC on December 22, 1998 and RIBM One ceased to exist.  On December 28,
1998, Host Marriott  contributed its entire interest in RIBM One LLC to Host LP,
which is owned 78% by Host  Marriott  and 22% by  outside  partners.  Finally on
December 30, 1998,  Host LP contributed its 99% Class B interest in RIBM One LLC
to Rockledge Hotel Properties, Inc. ("Rockledge"),  a Delaware corporation which
is owned 95% by Host LP (economic  non-voting  interest) and 5% by Host Marriott
Statutory/Charitable  Employee Trust, a Delaware  statutory business trust (100%
of voting interest). As a result, the sole general partner of the Partnership is
RIBM  One LLC  (the  "General  Partner"),  with a Class A 1%  managing  economic
interest owned by Host LP and a Class B 99% non-managing economic interest owned
by Rockledge.

Between March 29, 1988 and April 22, 1988 (the "Closing  Date"),  65,600 limited
partnership interests (the "Units") were sold in a public offering. The offering
price per Unit was  $1,000.  RIBM One  contributed  $662,627  for its 1% general
partnership interest.

Partnership Allocations and Distributions

Net profits for Federal  income tax  purposes  are  generally  allocated  to the
partners in proportion to the  distributions of cash available for distribution.
The  Partnership  generally  distributes  cash  available  for  distribution  as
follows:  (i) first,  99% to the limited partners and 1% to the General Partner,
until the partners have received,  with respect to such year, an amount equal to
10% of their Net Capital  Investment,  defined as the excess of original capital
contributions  over  cumulative  distributions  of  net  refinancing  and  sales
proceeds  ("Capital  Receipts");  (ii)  second,  remaining  cash  available  for
distribution will be distributed as follows,  depending on the amount of Capital
Receipts previously distributed:

(a)    99% to  the  limited  partners  and 1% to  the  General  Partner,  if the
       partners  have received  aggregate  cumulative  distributions  of Capital
       Receipts of less than 50% of their original capital contributions; or

(b)    85% to the  limited  partners  and  15% to the  General  Partner,  if the
       partners  have received  aggregate  cumulative  distributions  of Capital
       Receipts  equal  to or  greater  than  50% but  less  than  100% of their
       original capital contributions; or

(c)    70% to the  limited  partners  and  30% to the  General  Partner,  if the
       partners  have received  aggregate  cumulative  distributions  of Capital
       Receipts equal to 100% or more of their original capital contributions.

Losses and net losses are  allocated  99% to the limited  partners and 1% to the
General Partner.

Capital  Receipts not retained by the Partnership  will generally be distributed
(i) first,  99% to the limited  partners and 1% to the General Partner until the
partners  have  received  cumulative  distributions  from all sources equal to a
cumulative  simple return of 12% per annum on their Net Capital  Investment,  as
defined,  and an amount equal to their  contributed  capital,  payable only from
Capital  Receipts;  (ii) next, if the Capital  Receipts are from a sale, 100% to
the General  Partner  until it has  received 2% of the gross  proceeds  from the
sale; and (iii)  thereafter,  70% to the limited partners and 30% to the General
Partner.

Gains will  generally be allocated (i) first,  to those  partners  whose capital
accounts have  negative  balances  until such  negative  balances are brought to
zero; (ii) second,  to all partners in amounts  necessary to bring each of their
respective capital account balances equal to their Invested Capital, as defined,
plus a 12% return on such Invested  Capital;  (iii) next, to the General Partner
in an amount necessary to bring the General Partner's capital account balance to
an amount  which is equal to 2% of the gross  proceeds  from the sale;  and (iv)
thereafter, 70% to the limited partners and 30% to the General Partner.

Proceeds  from the sale of  substantially  all of the assets of the  Partnership
will be  distributed  to the partners in accordance  with their capital  account
balances as adjusted to take into account the gain or loss  resulting  from such
sale.

For financial  reporting  purposes,  profits and losses are allocated  among the
partners based upon their stated interests in cash available for distribution.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The Partnership's  records are maintained on the accrual basis of accounting and
its fiscal year coincides with the calendar year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Property and Equipment

Property and equipment are recorded at cost.  Depreciation is computed using the
straight-line method over the estimated useful lives of the assets as follows:

                  Land improvements                            40 years
                  Buildings and improvements                   40 years
                  Furniture and equipment                 3 to 10 years

All  property  and  equipment  is  pledged as  security  for the  mortgage  debt
described in Note 5.

The  Partnership  assesses  impairment  of its real estate  properties  based on
whether  estimated  undiscounted  future cash flows from such  properties  on an
individual  property basis will be less than the net book value of the property.
If a property is impaired,  its basis is adjusted to fair market value.  No such
adjustment was needed as of December 31, 1999 or December 31, 1998.

Income Taxes

Provision  for  Federal  and  state  income  taxes  has  not  been  made  in the
accompanying  financial  statements  since the  Partnership  does not pay income
taxes but rather  allocates its profits and losses to the partners.  Significant
differences  exist  between  the net  income  or loss  for  financial  reporting
purposes and the net income or loss  reported in the  Partnership's  tax return.
These  differences  are due  primarily to the use, for income tax  purposes,  of
accelerated depreciation methods and shorter depreciable lives of the assets and
differences in the timing of the  recognition  of base and incentive  management
fees.  As a result  of these  differences,  the  Partnership's  tax basis of net
assets exceeds the net assets reported in the accompanying  financial statements
at December 31, 1999 and 1998 by $23,850,679 and $20,443,702, respectively.

Deferred Financing Costs

Deferred  financing  costs  represent the costs incurred in connection  with the
mortgage debt refinancing totaling  $3,298,000.  These costs are being amortized
using the  straight-line  method,  which  approximates  the  effective  interest
method,  over the seven year term of the loan.  At  December  31, 1999 and 1998,
accumulated  amortization  of deferred  financing  costs totaled  $1,991,000 and
$1,519,000, respectively.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with a maturity of three
months or less at date of purchase to be cash equivalents.

Reclassifications

Certain  reclassifications  were made to the prior year financial  statements to
conform to the 1999 presentation.


NOTE 3.  PROPERTY AND EQUIPMENT

Property  and  equipment  consists  of  the  following  as of  December  31  (in
thousands):

                                                     1999              1998
                                                -------------    --------------
Land and improvements...........................$      46,441    $       46,441
Buildings and improvements......................      121,566           115,892
Furniture and equipment.........................       40,768            42,409
Construction in progress........................          821             1,235
                                                -------------    --------------
                                                      209,596           205,977
Less accumulated depreciation...................      (70,804)          (65,694)
                                                -------------    --------------
                                                $     138,792    $      140,283
                                                =============    ==============




<PAGE>
NOTE 4.  ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated  fair values of financial  instruments  are shown below.  The fair
values of financial  instruments  not included in this table are estimated to be
equal to their carrying amounts (in thousands):
<TABLE>

                                                      As of December 31, 1999          As of December 31, 1998
                                                      -----------------------          -----------------------
                                                                     Estimated                        Estimated
                                                     Carrying          Fair           Carrying          Fair
                                                      Amount           Value           Amount           Value
                                                   -------------  --------------    -------------  -------------
<S>                                                <C>            <C>               <C>            <C>

Senior mortgage debt...............................$      79,529  $       79,228    $      85,154  $      88,959
Second mortgage debt...............................$      23,753  $       27,045    $      24,930  $      31,362
Incentive management fees due to Residence
   Inn by Marriott, Inc............................$      29,781  $           --    $      27,029  $       2,980
</TABLE>

The estimated fair values of debt  obligations are based on the expected  future
debt service payments  discounted at risk adjusted rates.  Incentive  management
fees payable are valued based on the expected  future  payments  from  operating
cash flow  discounted  at risk  adjusted  rates.  As discussed in Note 7, if the
March 9, 2000 litigation settlement agreement is consummated,  the Manager would
waive $29,781,000 of deferred  incentive  management fees payable as of December
31, 1999.  Accordingly,  the estimated  fair value  of the incentive  management
fees payable at December 31, 1999 is $0.

NOTE 5.  MORTGAGE DEBT

The Partnership's mortgage debt is comprised of a $100 million note (the "Senior
Mortgage")  which bears  interest at a fixed rate of 8.6% and a $30 million note
(the  "Second  Mortgage")  which bears  interest at a fixed rate of 15.25% for a
blended  interest rate of 10.13%.  Both the Senior  Mortgage and Second Mortgage
require  monthly  payments of principal and interest and mature on September 30,
2002.  In addition to the  required  monthly  payments,  during each of the four
years from 1996 through  1999,  the  Partnership  was required to pay, on a cash
available basis, an additional $2 million annually toward principal amortization
on the Senior  Mortgage.  Additionally,  during the entire seven year term,  the
Partnership  has the  option to pay up to an  additional  $1  million  principal
payment  annually on the Second  Mortgage and up to another $1 million  optional
principal payment which would be applied in a 2:1 ratio to the Senior and Second
Mortgage,  respectively.  During 1999 and 1998, the  Partnership  made principal
payments of $5,625,000 and $5,538,000 on the Senior  Mortgage and $1,177,000 and
$2,954,000  on the Second  Mortgage,  respectively.  At December 31,  1999,  the
outstanding  principal  balance of the Senior  Mortgage was  $79,529,000 and the
outstanding  principal  balance  of the  Second  Mortgage  was  $23,753,000.  At
December 31, 1998, the outstanding  principal balance of the Senior Mortgage was
$85,154,000  and the  outstanding  principal  balance of the Second Mortgage was
$24,930,000.

Both the Senior  Mortgage and the Second  Mortgage are secured by the Inns,  the
land on which they are located,  a security  interest in all  personal  property
associated with the Inns including furniture and equipment, inventory, contracts
and other general  intangibles  and an assignment  of the  Partnership's  rights
under the management agreement.

Principal  amortization of the Senior and Second  Mortgages at December 31, 1999
is as follows (in thousands):

                           2000......................$       4,626
                           2001......................        5,569
                           2002......................       93,087
                                                     -------------
                                                     $     103,282
                                                     =============


NOTE 6.  MANAGEMENT AGREEMENT

The Manager operates the Inns pursuant to a long-term  management agreement with
an initial term expiring December 28, 2007. The Manager has the option to extend
the  agreement  on one or more of the Inns  for up to five  10-year  terms.  The
Manager earns a base  management  fee equal to 2% of gross sales.  Through 1990,
payment of the base  management fee was  subordinated to qualifying debt service
payments and retention by the Partnership of annual cash flow from operations of
$6,626,263. Deferred base management fees were payable from operating cash flow,
as defined.  Beginning in 1991 and  thereafter,  base  management  fees are paid
currently.  Pursuant to the terms of the management agreement,  during 1998, the
Partnership  repaid the  remaining  balance of deferred base  management  fee of
$872,000.

In addition, the Manager is entitled to an incentive management fee equal to 15%
of operating  profit,  as defined (20% in any year in which operating  profit is
equal to or greater than $23.5 million).  In 1997 and 1999, incentive management
fees were  calculated  as 15% of operating  profit.  However in 1998,  incentive
management  fees were  calculated  as 20% of  operating  profit.  The  incentive
management  fee is  payable  out of 50% of cash flow from  operations  remaining
after  payments of qualifying  debt  service,  retention by the  Partnership  of
annual cash flow from  operations of $6,626,263 and the deferred base management
fee.  If  the  Partnership  retains  an  additional  5%  return,  the  incentive
management fee is payable out of 75% of the remaining cash flow from operations.
Through  1989,  the  Manager  was not  entitled  to accrue any unpaid  incentive
management fees.  Incentive management fees earned after 1989 are payable in the
future from operating cash flow, as defined.  Unpaid  incentive  management fees
are paid  from cash flow  available  for  incentive  management  fees  following
payment of the then current  incentive  management  fees.  During 1999 and 1998,
$769,000 and $400,000,  respectively,  in incentive management fees were paid to
the Manager.  As of December 31, 1999 and 1998,  deferred  incentive  management
fees  were  $29.8  million  and $27  million,  respectively.  If the  litigation
settlement referred to in Note 7 is consummated, $29,781,000, of these fees will
be waived by the Manager.

The  management  agreement also provides for a Residence Inn system fee equal to
4% of suite sales.  In addition,  the Manager is  reimbursed  for each Inn's pro
rata share of the actual costs and expenses incurred by the Manager in providing
certain services ("Chain Services") on a central or regional basis to all hotels
operated by the Manager.  As franchiser of the Residence Inn by Marriott system,
the Manager  maintains a marketing fund to pay the costs associated with certain
system-wide  advertising,   promotional,  and  public  relations  materials  and
programs,  and operating a toll-free  reservation  system.  Each Inn contributes
2.5% of suite sales to the  marketing  fund.  For the years ended  December  31,
1999,  1998 and  1997,  the  Partnership  paid a  Residence  Inn  system  fee of
$2,524,000,  $2,524,000 and $2,363,000,  respectively reimbursed the Manager for
$1,306,000,  $1,318,000  and  $1,051,000,  respectively  of Chain  Services  and
contributed  $1,575,000,  $1,578,000  and  $1,477,000  to  the  marketing  fund,
respectively.  In addition,  the Inns  participate in MII's  Marriott's  Rewards
Program ("MRP"). Residence Inns began participating in MRP in 1998. The costs of
this  program are charged to all hotels in the  full-service,  Residence  Inn by
Marriott, Courtyard by Marriott and Fairfield Inn by Marriott systems based upon
the MRP sales at each  hotel.  MRP costs  charged to the  Partnership  under the
management agreement were $224,000 and $117,000 in 1999 and 1998, respectively.

The  Partnership is required to provide the Manager with working capital to meet
the  operating  needs of the Inns.  The Manager  converts  cash  advanced by the
Partnership  into  other  forms  of  working  capital  consisting  primarily  of
operating  cash,  inventories,  and trade  receivables  and  payables  which are
maintained  and  controlled by the Manager.  Upon  termination of the management
agreement,  the  working  capital  will  be  returned  to the  Partnership.  The
individual  components  of working  capital  controlled  by the  Manager are not
reflected in the Partnership's  balance sheet. As of December 31, 1999 and 1998,
$775,000 has been advanced to the Manager for working capital and is included in
Due from Residence Inn by Marriott, Inc. on the balance sheet.

The  management   agreement   provides  for  the  establishment  of  a  property
improvement  fund for the Inns which provides for the  replacement of furniture,
fixtures and equipment ("FF&E").  Contributions to the property improvement fund
are equal to 5.5% of gross  revenues  of each Inn in 1999,  6% in 1998 and 5% in
1997.  Contributions  to the property  improvement  fund for 1999, 1998 and 1997
were  $5,091,000,  $3,968,000  and  $3,104,000,  respectively.  Based on capital
budgets, the Partnership's  property improvement fund was insufficient beginning
in 1998.  The  shortfall  is primarily  due to the need to complete  total suite
refurbishments  at the  majority  of the Inns in the next  several  years.  As a
result of this expected shortfall,  the General Partner established a reserve in
1996 for the future capital needs of the Inns.  1996 cash  distributions  to the
partners were net of this reserve. In addition,  to minimize the shortfall,  the
Partnership  increased the contribution rate from 5% to 6% in 1998; however, the
contribution rate was reduced to 5.5% in 1999. In the first quarter of 1999, the
Partnership  provided a loan to the property  improvement fund of $1,450,000 for
1998. An additional  $1,200,000 loan for 1999 was funded in the first quarter of
2000.  Contributions  to the property  improvement fund for 2000 and forward are
equal to 5% of gross Inn sales.



<PAGE>



NOTE 7.  LITIGATION

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  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,
among other things,  that the Defendants  committed  fraud,  breached  fiduciary
duties  and  violated  the  provisions  of  various  contracts.  A related  case
concerning  Courtyard by Marriott II Limited Partnership  ("Courtyard II") filed
by the  plaintiffs'  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  involved in the  above-referenced
Haas lawsuit, Case No. 98-CI-04092.

On March 9, 2000,  the  Defendants  entered  into a  settlement  agreement  with
counsel to the plaintiffs to resolve the  litigation.  The settlement is subject
to numerous conditions,  including participation thresholds,  court approval and
various consents. Under the terms of the settlement, the limited partners of the
Partnership who elect to participate would be paid $228.38 per Unit ($14,981,728
in the  aggregate,  if the holders of all Units  participate)  in  exchange  for
dismissal of the  litigation and a complete  release of all claims.  This amount
would be reduced  by the  amount of  attorneys'  fees  awarded by the court.  In
addition to this cash payment,  the Manager would waive  $29,781,000 of deferred
incentive  management fees. Limited partners who opt out of the settlement would
receive  no  payment  but would  retain  their  individual  claims  against  the
Defendants.  The  Defendants may terminate the settlement if the holders of more
than  10% of the  Partnership's  65,600  limited  partner  Units  choose  not to
participate, if the holders of more than 10% of the limited partner units in any
one  of  the  other  partnerships  involved  in  the  litigation  choose  not to
participate or if certain other  conditions are not satisfied.  The Manager will
continue to manage the Partnership's Inns under long-term agreements.





<PAGE>



ITEM 9. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The  Partnership  has no managers or officers.  The  business and policy  making
functions of the  Partnership are carried out through the managers and executive
officers of RIBM One LLC, the General Partner, who are listed below:
<TABLE>
                                                                                  Age at
        Name                            Current Position                     December 31, 1999
-----------------------   -----------------------------------------------    -----------------
<S>                       <C>                                                <C>
Robert E. Parsons         President and Manager                                      44
Christopher G. Townsend   Executive Vice President, Secretary and Manager            52
W. Edward Walter          Treasurer                                                  44
Earla L. Stowe            Vice President                                             38
</TABLE>

Business Experience

Robert E. Parsons, Jr. joined Host Marriott's Corporate Financial Planning staff
in 1981 and was made  Assistant  Treasurer  in 1988.  In 1993,  Mr.  Parsons was
elected Senior Vice  President and Treasurer of Host  Marriott,  and in 1995, he
was  elected  Executive  Vice  President  and Chief  Financial  Officer  of Host
Marriott.  He is also an Executive Vice President and Chief Financial Officer of
Host LP and serves as a director,  manager and officer of numerous Host Marriott
subsidiaries.

Christopher  G.  Townsend  joined Host  Marriott's  Law  Department in 1982 as a
Senior Attorney.  In 1984, he was made Assistant Secretary of Host Marriott.  In
1986,  he was  made an  Assistant  General  Counsel.  He was  made  Senior  Vice
President,  Corporate  Secretary and Deputy General  Counsel of Host Marriott in
1993. In January 1997, he was made General Counsel of Host Marriott.  He is also
a Senior Vice President,  Corporate Secretary and General Counsel of Host LP and
serves  as a  director,  manager  and  an  officer  of  numerous  Host  Marriott
subsidiaries.

W.  Edward  Walter  joined  Host  Marriott  in 1996 as Senior  Vice  President -
Acquisitions  and in 1998  was made  Treasurer  of Host  Marriott.  He is also a
Senior Vice President and Treasurer of Host LP and serves as a director, manager
and  officer of  numerous  Host  Marriott  subsidiaries.  Prior to joining  Host
Marriott,  Mr.  Walter was a partner at Trammell  Crow  Residential  Company and
President  of Bailey  Capital  Corporation,  a real estate firm  focusing on tax
exempt real estate investments.

Earla L. Stowe joined Host  Marriott in 1982 and held  various  positions in the
tax department until 1988. She joined the Partnership  Services department as an
accountant  in 1988  and in 1989 she  became  an  Assistant  Manager-Partnership
Services.  She was  promoted  to  Manager-Partnership  Services  in 1991  and to
Director-Asset   Management   in  1996.   Ms.   Stowe  was  promoted  to  Senior
Director-Corporate Accounting in 1998.




<PAGE>
ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS

As noted in Item 10 above,  the Partnership has no managers or officers nor does
it have any employees.  Under the Partnership  Agreement,  however,  the General
Partner  has the  exclusive  right to conduct  the  business  and affairs of the
Partnership  subject only to the management  agreement  described in Items 1 and
13. The General  Partner is required to devote to the  Partnership  such time as
may be necessary for the proper  performance of its duties, but the officers and
managers of the General  Partner are not  required to devote  their full time to
the  performance  of such duties.  No officer or manager of the General  Partner
devotes a significant  percentage of time to Partnership  matters. To the extent
that any officer or manager  does devote  time to the  Partnership,  the General
Partner or Host LP, as applicable,  is entitled to reimbursement for the cost of
providing such services. For the fiscal years ending December 31, 1999, 1998 and
1997, the  Partnership  reimbursed Host Marriott or its  subsidiaries  $109,000,
$229,000  and   $157,000,   respectively,   for  the  cost  of   providing   all
administrative and other services as General Partner. For information  regarding
all payments made by the Partnership to Host Marriott and subsidiaries, see Item
13, "Certain Relationships and Related Transactions."


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

As of December 31,  1999,  no person  owned of record,  or to the  Partnership's
knowledge  owned  beneficially,  more  than 5% of the total  number  of  limited
partnership  Units.  The General  Partner  does not own any limited  partnership
interest in the Partnership.

The  executive  officers and managers of the General  Partner,  Host LP, MII and
their respective  affiliates own 80 limited partnership units as of December 31,
1999.

The  Partnership  is not aware of any  arrangements  which may, at a  subsequent
date, result in a change in control of the Partnership.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Agreement

Term

The Management  Agreement has an initial term expiring on December 28, 2007. The
Manager may renew the term, as to one or more of the Inns, at its option, for up
to five  successive  terms of 10 years each. The  Partnership  may terminate the
Management  Agreement  if,  during  any  three  consecutive  years  after  1992,
specified minimum operating results are not achieved.  However,  the Manager may
prevent termination by paying to the Partnership the amount by which the minimum
operating results were not achieved.

Management Fees

The Management Agreement provides for annual payments of (i) the base management
fee equal to 2% of gross sales from the Inns,  (ii) the Residence Inn system fee
equal to 4% of gross  suite  sales  from  the  Inns,  and  (iii)  the  incentive
management fee equal to 15% of operating  profit, as defined (20% in any year in
which operating profit is equal to or greater than $23.5 million).  During 1999,
1998 and 1997, respectively,  the Partnership paid a Residence Inn system fee of
$2,524,000,   $2,524,000  and  $2,363,000.   See  "Deferral  Provisions"  for  a
discussion of the payment of base and incentive management fees.

Deferral Provisions

Through 1990,  payment of the base management fee was subordinated to qualifying
debt service  payments and retention by the Partnership of annual cash flow from
operations  of  $6,626,263.  Deferred  base  management  fees were  payable from
operating cash flow, as defined,  but only after payment of debt service and the
Partnership's  10%  priority  return.  Beginning  in 1991 and  thereafter,  base
management fees are paid currently.  For the years ended December 31, 1999, 1998
and 1997,  respectively,  the  Partnership  paid current base management fees of
$1,324,000,  $1,323,000 and $1,242,000.  Pursuant to the terms of the Management
Agreement,   the  Partnership  paid  the  remaining  balance  of  deferred  base
management fees of $872,000 in 1998.  Therefore,  as of December 31, 1999, there
were no deferred base management fees.

The incentive  management fee is payable out of 50% of cash flow from operations
remaining  after  payments  of  qualifying   debt  service,   retention  by  the
Partnership  of annual cash flow from  operations of $6,626,263 and the deferred
base management fee. After the cash flow retained by the Partnership  reaches 5%
of invested  capital plus any owner funded capital  improvements,  the incentive
management fee is payable out of 75% of the remaining cash flow from operations.
Through  1989,  the  Manager  was not  entitled  to accrue any unpaid  incentive
management fees.  Incentive management fees earned after 1989 are payable in the
future from operating cash flow, as defined.  Unpaid  incentive  management fees
are paid  from cash flow  available  for  incentive  management  fees  following
payment  of the then  current  incentive  management  fees.  For the year  ended
December 31, 1999,  $3.5 million in  incentive  management  fees was earned,  of
which $769,000 was paid.  $3.4 million in incentive  management fees were earned
and  deferred in 1998.  As of December  31,  1999 and 1998,  deferred  incentive
management  fees  were  $29.8  million  and $27  million,  respectively.  If the
litigation   settlement  referred  to  in  Item  3,  "Legal   Proceedings",   is
consummated, $29,781,000, of these fees will be waived by the Manager.

Chain Services, Marketing Fund and Marriott's Rewards Program

The Manager is reimbursed  for each Inn's pro rata share of the actual costs and
expenses   incurred  by  the  Manager  in  providing  certain  services  ("Chain
Services") on a central or regional basis to all hotels operated by the Manager.
As franchiser of the Residence Inn by Marriott system,  the Manager  maintains a
marketing fund to pay the costs associated with certain system-wide advertising,
promotional,  and public  relations  materials  and  programs,  and  operating a
toll-free  reservation system. Each Inn contributes 2.5% of gross suite sales to
the marketing  fund. For the years ended  December 31, 1999,  1998 and 1997, the
Partnership reimbursed the Manager for $1,306,000,  $1,318,000 and $1,051,000 of
Chain  Services and  contributed  $1,575,000,  $1,578,000  and $1,477,000 to the
marketing  fund,  respectively.  In  addition,  the  Inns  participate  in MII's
Marriott's  Rewards Program ("MRP").  Residence Inns began  participating in the
MRP in  1998.  The  costs of this  program  are  charged  to all  hotels  in the
full-service, Residence Inn by Marriott, Courtyard by Marriott and Fairfield Inn
by Marriott systems based upon the MRP sales at each hotel. MRP costs charged to
the  Partnership  under the  Management  Agreement  were  $224,000,  in 1999 and
$117,000 in 1998.  Chain Services,  contributions  to the marketing fund and MRP
costs  are  included  in  selling,  administrative  and  other  expenses  in the
Statement of Operations.

Working Capital

The  Partnership is required to provide the Manager with working capital to meet
the  operating  needs of the Inns.  The Manager  converts  cash  advanced by the
Partnership  into  other  forms  of  working  capital  consisting  primarily  of
inventories,  trade receivables and payables which are maintained and controlled
by the  Manager.  Upon  termination  of the  management  agreement,  the working
capital  will be returned  to the  Partnership.  The  individual  components  of
working capital controlled by the Manager are not reflected in the Partnership's
balance sheet.  As of December 31, 1999 and 1998,  $775,000 has been advanced to
the Manager for working  capital which is included in Due from  Residence Inn by
Marriott, Inc. in the accompanying balance sheet (see Item 8).

Property Improvement Fund

The  Management   Agreement   provides  for  the  establishment  of  a  property
improvement  fund for the Inns which provides for the  replacement of furniture,
fixtures and equipment.  For the year ended December 31, 1999,  contributions to
the property improvement fund were equal to 5.5% of gross sales of each Inn. For
the years ended  December 31, 1998,  contributions  to the property  improvement
fund were equal to 6% of gross sales of each Inn and 5% for 1997.  Contributions
to the  property  improvement  fund during the fiscal  years ended  December 31,
1999, 1998 and 1997 were  $5,091,000,  $3,968,000 and $3,104,000,  respectively.
Beginning in 1998, the Partnership's  property improvement fund was insufficient
to meet current  needs.  The  shortfall is primarily due to the need to complete
total suite refurbishments at the majority of the Partnership's Inns. To address
the  shortfall,  the  Partnership  provided a $1.45 million loan to the property
improvement  fund in first quarter 1999 for 1998. An additional  $1,200,000 loan
was provided for 1999 and was funded in the first quarter of 2000. Contributions
to the property  improvement  fund for 2000 and forward are equal to 5% of gross
Inn sales.

Payments to MII and Subsidiaries

The following table sets forth the amount paid to MII and its subsidiaries under
the Management  Agreement for the years ended  December 31, 1999,  1998 and 1997
(in thousands):

                                          1999           1998           1997
                                      -----------    -----------    -----------
Residence Inn system fee..............$     2,524    $     2,524    $     2,363
Marketing fund contribution...........      1,575          1,578          1,477
Base management fee...................      1,324          1,323          1,242
Chain services........................      1,306          1,318          1,051
Incentive management fee..............        769            400             --
MRP costs.............................        224            117             --
Deferred base management fee..........         --            872            627
                                      -----------    -----------    -----------

                                      $     7,722    $     8,132    $     6,760
                                      ===========    ===========    ===========

Payments to Host Marriott and Subsidiaries

The following  sets forth amounts paid by the  Partnership  to Host Marriott and
its  subsidiaries,  including the General Partner,  for the years ended December
31, 1999, 1998 and 1997 (in thousands):

                                        1999            1998           1997
                                    -----------    -----------    -----------
Administrative expenses reimbursed..$       109    $       229    $       157
Cash distributions..................         --             33             16
                                    -----------    -----------    -----------

                                    $       109    $       262    $       173
                                    ===========    ===========    ===========




<PAGE>

                                     PART IV


ITEM 14. EXHIBITS,  SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES, AND REPORTS
         ON FORM 8-K

         (a)      List of Documents Filed as Part of This Report

                  (1)    Financial Statements
                         All financial statements of the registrant as set forth
                         under Item 8 of this Report on Form 10-K.

                  (2)    Financial Statement Schedules
                         The following  financial  information is filed herewith
                         on the pages indicated.

                         Schedule III - Real Estate and Accumulated Depreciation

All other  schedules are omitted because they are not applicable or the required
information is included in the financial statements or notes thereto.

                  (3)    Exhibits

<TABLE>
                           Exhibit
                           Number                                Description                               Page
                        --------------      -------------------------------------------------------      ---------
                        <S>                 <C>                                                          <C>
                            *3.1            Amended and Restated Agreement of Limited  Partnership         N/A
                                            of Marriott  Residence Inn Limited  Partnership by and
                                            among   RIBM  One   Corporation   (General   Partner),
                                            Christopher   G.  Townsend   (Organizational   Limited
                                            Partner), and Limited Partners dated March 29, 1988.

                            *3.2            First  Amendment to Amended and Restated  Agreement of         N/A
                                            Limited  Partnership of Marriott Residence Inn Limited
                                            Partnership, dated December 28, 1998.

                            *10.1           First  Amendment  to  Loan  Agreement by  and  between         N/A
                                            Marriott  Residence Inn Limited Partnership (Borrower)
                                            and  German  American  Capital  Corporation  (Lender),
                                            dated  April 23, 1996.

                            *10.2           Loan Agreement by and between  Marriott  Residence Inn         N/A
                                            Limited  Partnership  (Borrower)  and German  American
                                            Capital Corporation (Lender), dated October 10, 1995.

                            *10.3           Indemnity  Agreement by Marriott Residence Inn Limited         N/A
                                            Partnership   (Borrower)  and  RIBM  One   Corporation
                                            (collectively,  the  Indemnitors)  in favor of  German
                                            American Capital Corporation  (Lender),  dated October
                                            10, 1995.

                            *10.4           Four Party  Agreement by and among Marriott  Residence         N/A
                                            Inn Limited  Partnership  (Borrower),  German American
                                            Capital   Corporation   (Senior   Lender),    Starwood
                                            Mezzanine  Investors,  L.P.  (Subordinate  Lender) and
                                            Residence  Inn  by  Marriott,  Inc.  (Manager),  dated
                                            October 10, 1995.

                            *10.5           Loan Agreement by and between  Marriott  Residence Inn         N/A
                                            Limited Partnership  (Borrower) and Starwood Mezzanine
                                            Investors, L.P. (Lender), dated October 10, 1995.

                            *10.6           Loan Agreement by and between  Marriott  Residence Inn         N/A
                                            Limited Partnership and The Sanwa Bank Limited,  dated
                                            as of April 20, 1988.

                            *10.7           Revolving  Credit  Agreement  by and between  Marriott         N/A
                                            Residence Inn Limited  Partnership  and The Sanwa Bank
                                            Limited, dated as of April 20, 1988.

                            *10.8           Manager's  Letter Agreement  between  Residence Inn by         N/A
                                            Marriott,  Inc.  and  Marriott  Residence  Inn Limited
                                            Partnership, dated October 10, 1995.

                            *10.9           Management   Agreement  by  Marriott   Residence   Inn         N/A
                                            Limited  Partnership  (Owner)  and  Residence  Inn  by
                                            Marriott, Inc. (Manager), dated March 29, 1988.
</TABLE>

                        ---------------------------------

                        *     Incorporated  by  reference  to the  Partnership's
                              previously filed documents.




<PAGE>



              (b)   Reports on Form 8-K

                    A Form 8-K was filed with the SEC on December 10, 1999. This
                    filing,  Item 5-Other Events,  discloses that on December 8,
                    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  for  the  quarter  ended
                    September  10,  1999.  The letter  disclosed  the  quarterly
                    activities  of the  Partnership.  A copy of the  letter  was
                    included as an Item 7-Exhibit in this Form 8-K filing.




<PAGE>






                                  SCHEDULE III
                                   Page 1 of 2
                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1999
                                 (in thousands)


<TABLE>



                                                Initial Costs
                                                -------------

                                                         Building     Subsequent
                                           Land and        and          Costs
Description                     Debt     Improvements  Improvements  Capitalized
------------------------     ---------   ------------  ------------  -----------
<S>                          <C>          <C>          <C>             <C>
La Jolla                     $  18,178    $    11,579  $    14,462     $   1,431
Long Beach                      10,019          7,167       11,455         1,254
St. Louis Galleria               8,676          1,989        5,010         2,064
Boulder                          8,056          1,451        6,686           666
Costa Mesa                       7,643          3,678        6,955           561
Atlanta Buckhead                 7,230          3,894        5,519           893
Atlanta Cumberland               6,609          4,099        4,627           776
Atlanta Dunwoody                 6,609          2,116        7,387         1,369
Chicago Lombard                  6,403          3,665        5,746         1,429
Southfield                       6,300          2,031        8,195         1,393
Cincinnati North                 4,544          1,183        9,587           799
Other properties, each
   less than 5% of total        13,015          3,546       19,925         3,420
             -               ---------    -----------  -----------     ---------

                             $ 103,282    $    46,398  $   105,554     $  16,055
                             =========    ===========  ===========     =========

</TABLE>
<TABLE>




                                    Gross Amount at December 31, 1999
                                    ---------------------------------
                                             Building                              Date of
                              Land and         and                  Accumulated  Completion of    Date    Depreciation
 Description                  Improvements   Improvements     Total  Depreciation  Construction   Acquired      Life
-------------                 ------------   ------------  --------- ------------  -------------  -------- ------------
<S>                        <C>            <C>          <C>        <C>                <C>         <C>       <C>
La Jolla                   $    11,580    $    15,892  $  27,472  $     4,964        1986        1988      40 years
Long Beach                       7,235         12,641     19,876        3,683        1987        1988      40 years
St. Louis Galleria               2,014          7,049      9,063        2,082        1986        1988      40 years
Boulder                          1,451          7,352      8,803        2,199        1986        1988      40 years
Costa Mesa                       3,678          7,516     11,194        2,281        1986        1988      40 years
Atlanta Buckhead                 3,903          6,403     10,306        2,023        1987        1988      40 years
Atlanta Cumberland               4,099          5,403      9,502        1,674        1987        1988      40 years
Atlanta Dunwoody                 2,116          8,756     10,872        2,698        1984        1988      40 years
Chicago Lombard                  3,665          7,175     10,840        1,991        1987        1988      40 years
Southfield                       2,031          9,588     11,619        2,971        1986        1988      40 years
Cincinnati North                 1,183         10,386     11,569        3,186        1985        1988      40 years
Other properties, each
   less than 5% of total         3,486         23,405     26,891        7,467      1985-1987     1988      40 years
             -             -----------    -----------  ---------   ----------

                           $    46,441    $   121,566  $ 168,007   $   37,219
                           ===========    ===========  =========   ==========

</TABLE>

<PAGE>



                                  SCHEDULE III
                                   Page 2 of 2
                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1999
                                 (in thousands)


Notes:
<TABLE>
                                                                               1997           1998           1999
                                                                           -----------    -----------     -----------
(a)  Reconciliation of Real Estate:
<S>                                                                        <C>            <C>             <C>
     Balance at beginning of year..........................................$   159,033    $   160,899     $   162,333
     Capital Expenditures..................................................      1,866          1,434           5,716
     Dispositions..........................................................         --             --             (42)
                                                                           -----------    -----------     -----------
     Balance at end of year................................................$   160,899    $   162,333     $   168,007
                                                                           ===========    ===========     ===========

(b)  Reconciliation of Accumulated Depreciation:
     Balance at beginning of year..........................................$    26,140    $    29,640     $    33,233
     Depreciation..........................................................      3,500          3,593           3,986
                                                                           -----------    -----------     -----------
     Balance at end of year................................................$    29,640    $    33,233     $    37,219
                                                                           ===========    ===========     ===========
</TABLE>

(c)  The aggregate cost of land,  buildings and  improvements for Federal income
     tax purposes is approximately $165.6 million at December 31, 1999.



<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 27th day of
March of 2000.


                                                     MARRIOTT RESIDENCE INN
                                                     LIMITED PARTNERSHIP

                                                     By:      RIBM ONE LLC
                                                              General Partner




                                                              /s/ Earla L. Stowe
                                                              Earla L. Stowe
                                                              Vice President



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

Signature                        Title
                                 (RIBM ONE LLC)

/s/ Robert E. Parsons, Jr.       President and Manager
Robert E. Parsons, Jr.


/s/ Christopher G. Townsend      Executive Vice President, Secretary and Manager
Christopher G. Townsend


/s/ W. Edward Walter             Treasurer
W. Edward Walter


/s/ Earla L. Stowe               Vice President
Earla L. Stowe