SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A


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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 27, 1998

                                       OR

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


                           Commission File No. 0-14374


                 ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)
          Delaware                                  52-1427553
---------------------------------    -------------------------------------------
   (State of Organization)               (I.R.S. Employer Identification Number)
10400 Fernwood Road, Bethesda, MD                   20817-1109
---------------------------------    -------------------------------------------
(Address of principal executive offices)            (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.  Yes No (Not  Applicable.  The  Partnership  became subject to
Section 13 reporting on November 10, 1997.)

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<PAGE>


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                 ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP
================================================================================


                                TABLE OF CONTENTS

                                                                        PAGE NO.
                         PART I - FINANCIAL INFORMATION

<TABLE>   
<S>                                                                          <C>

Item 1.    Financial Statements

           Condensed Consolidated Statement of Operations
              Twelve Weeks Ended March 27, 1998 and March 28, 1997.............1

           Condensed Consolidated Balance Sheet
              March 27, 1998 and December 31, 1997.............................2

           Condensed Consolidated Statement of Cash Flows
              Twelve Weeks ended March 27, 1998 and March 28, 1997.............3

           Notes to Condensed Consolidated Financial Statements................4

Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations..............................7


                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings..................................................11

Item 6.    Exhibits and Reports on Form 8-K...................................12

</TABLE>    

<PAGE>




                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

        ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)
                     (in thousands, except per unit amounts)
<TABLE>   
<S>                                                                             <C>                <C>                             
 
                                                                                       Twelve Weeks Ended
                                                                                  March 27,           March 28,
                                                                                    1998                1997
                                                                                -------------      -------------
HOTEL REVENUES
   Rooms .......................................................................$      13,670       $      13,460
   Food and beverage............................................................        7,025               6,850
   Other .......................................................................        1,355               1,413
                                                                                -------------      --------------

                                                                                       22,050              21,723
                                                                                -------------      --------------

OPERATING COSTS AND EXPENSES
   Property-level costs and expenses
     Rooms......................................................................        2,695               2,728
     Food and beverage..........................................................        4,318               4,134
     Other hotel operating expenses.............................................        4,627               4,819
                                                                                -------------      --------------

         Total hotel property-level costs and expenses..........................       11,640              11,681

   Depreciation.................................................................        1,399               1,174
   Incentive management fee.....................................................          207                 998
   Property taxes and other.....................................................          866                 854
   Base management fee..........................................................          662                 652
                                                                                -------------      --------------

                                                                                       14,774              15,359
                                                                                -------------      --------------

OPERATING PROFIT................................................................        7,276               6,364
   Interest expense.............................................................       (4,676)             (5,595)
   Interest income..............................................................          114                 147
                                                                                -------------      --------------

NET INCOME BEFORE EXTRAORDINARY ITEMS...........................................        2,714                 916

EXTRAORDINARY ITEMS
   Gain on extinguishment of debt...............................................           19                  --
   Gain on forgiveness of incentive management fees.............................        4,155                  --
                                                                                -------------      --------------

NET INCOME......................................................................$       6,888      $          916
                                                                                =============      ==============

ALLOCATION OF NET INCOME
   General Partner..............................................................$          --      $            9
   Class A Limited Partners.....................................................           --                 907
   Class B Limited Partner......................................................        6,888                  --
                                                                                -------------      --------------

                                                                                $       6,888      $          916
                                                                                =============      ==============

NET INCOME PER CLASS A LIMITED PARTNER UNIT (530 Units).........................$          --      $        1,711
                                                                                =============      ==============
</TABLE>    
                             

           See notes to condensed consolidated financial statements.
<PAGE>
        ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (in thousands)
<TABLE>
<S>                                                                             <C>              <C>              
     


                                                                                  March 27,        December 31,
                                                                                    1998               1997
                                                                                 (unaudited)

                                     ASSETS

    Property and equipment, net.................................................$     165,090    $        165,372
    Due from Marriott International, Inc........................................        8,266               4,425
    Property improvement fund...................................................        2,741               2,756
    Deferred financing costs, net of accumulated amortization...................        3,137                 321
    Restricted cash reserves....................................................       24,340                  --
    Cash and cash equivalents...................................................        2,743              21,502
                                                                                -------------    ----------------

                                                                                $     206,317    $        194,376
                                                                                =============    ================


                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

LIABILITIES
    Mortgage debt...............................................................$     163,743    $        199,019
    Due to Host Marriott Corporation under Original Debt Service
      Guarantee and Commitment and Interest Guarantee...........................           --              30,524
    Term loan payable to Host Marriott Corporation..............................       20,134                  --
    Due to Marriott International, Inc..........................................          249               4,198
    Accounts payable and accrued expenses.......................................        1,059              12,743
                                                                                -------------    ----------------

         Total Liabilities......................................................      185,185             246,484
                                                                                -------------    ----------------

PARTNERS' CAPITAL (DEFICIT)

    General Partner.............................................................         (520)               (520)
    Class A Limited Partners....................................................      (60,236)            (57,588)
    Class B Limited Partner.....................................................       81,888               6,000
                                                                                -------------    ----------------

    Total Partners' Capital (Deficit)...........................................       21,132             (52,108)
                                                                                -------------    ----------------

                                                                                $     206,317    $        194,376
                                                                                =============    ================


</TABLE>





            See Notes to Condensed Consolidated Financial Statements.

<PAGE>


        ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>                                                                         
<S>                                                                             <C>                <C>


                                                                                       Twelve Weeks Ended
                                                                                  March 27,           March 28,
                                                                                    1998                1997
                                                                                -------------      --------------

OPERATING ACTIVITIES
    Net income..................................................................$       6,888      $          916
    Net extraordinary items.....................................................       (4,174)                 --
                                                                                --------------     --------------
    Income before extraordinary items...........................................        2,714                 916
    Noncash items...............................................................        1,399               1,801
    Changes in operating accounts...............................................      (12,620)              3,840
                                                                                --------------     --------------

         Cash (used in) provided by operating activities........................       (8,507)              6,557
                                                                                --------------     --------------

INVESTING ACTIVITIES
    Working capital provided to Marriott International, Inc.....................       (2,639)                 --
    Additions to property and equipment, net....................................       (1,117)               (306)
    Change in property improvement fund.........................................           15                (795)
                                                                                -------------      --------------

         Cash used in investing activities......................................       (3,741)             (1,101)
                                                                                --------------     --------------

FINANCING ACTIVITIES
    Proceeds from mortgage debt.................................................      164,000                  --
    Repayment of mortgage debt..................................................     (199,257)                 --
    Capital contributions from General Partner for Class B Limited
      Partnership Interest......................................................       69,000                  --
    Additions to restricted lender reserves.....................................      (24,340)                 --
    Repayments under Original Debt Service Guarantee and Commitment
      and Interest Guarantee to Host Marriott Corporation.......................      (10,390)                 --
    Payment of deferred financing costs.........................................       (2,876)                 --
    Capital distributions.......................................................       (2,648)                 --
                                                                                --------------     --------------

         Cash used in financing activities......................................       (6,511)                 --
                                                                                --------------     --------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS................................      (18,759)              5,456

CASH AND CASH EQUIVALENTS at beginning of period................................       21,502               5,601
                                                                                -------------      --------------

CASH AND CASH EQUIVALENTS at end of period......................................$       2,743      $       11,057
                                                                                =============      ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
         Cash paid for mortgage interest........................................$      15,561      $          662
                                                                                  =============      ==============


</TABLE>




            See Notes to Condensed Consolidated Financial Statements.


<PAGE>


        ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   The accompanying  condensed  consolidated financial statements have been
     prepared  by the  Atlanta  Marriott  Marquis  II Limited  Partnership  (the
     "Partnership")  without audit. Certain information and footnote disclosures
     normally  included in financial  statements  presented in  accordance  with
     generally  accepted  accounting  principles  have been condensed or omitted
     from the accompanying statements.  The Partnership believes the disclosures
     made  are  adequate  to make  the  information  presented  not  misleading.
     However, the condensed  consolidated financial statements should be read in
     conjunction with the Partnership's  consolidated  financial  statements and
     notes thereto included in the  Partnership's  Form 10-K for the fiscal year
     ended December 31, 1997.

     In the opinion of the Partnership,  the accompanying condensed consolidated
     unaudited financial  statements reflect all adjustments (which include only
     normal  recurring  adjustments)  necessary to present  fairly the financial
     position  of the  Partnership  as of March 27,  1998,  and the  results  of
     operations  and cash flows for the twelve  weeks  ended  March 27, 1998 and
     March 28, 1997.  Interim results are not  necessarily  indicative of fiscal
     year performance because of seasonal and short-term variations.

        
     Through  December  31,  1997,  for  financial  reporting  purposes  the net
     income/(loss) of the Partnership were allocated 99% to the limited partners
     and  1%  to  Marriott  Marquis  Corporation  (the  "General  Partner"),   a
     wholly-owned subsidiary of Host Marriott Corporation ("Host Marriott").  As
     reported in the Partnership's  Form 10-K for the fiscal year ended December
     31,  1997,  Atlanta  Marriott  Marquis  Limited   Partnership's   ("AMMLP")
     partnership  agreement was amended as a result of the Merger to incorporate
     a revision of AMMLP's  allocations and distributions  such that Partnership
     net income is generally  allocated  (i) to the General  Partner,  until the
     General Partner has received a 13.5% cumulative compounded annual return on
     its Class B  invested  capital,  (ii) to the  General  Partner  and Class A
     limited  partners,  until  the  General  Partner  and the  Class A  limited
     partners have received a non-cumulative, non-compounded annual return of 5%
     on their initial  investment in the Partnership,  and (iii) thereafter,  in
     proportion  to total  invested  capital  through  completion  of the merger
     transactions  of  approximately  41% to  limited  partners  and  59% to the
     General  Partner.  Net losses are generally  allocated in proportion to the
     partners capital  accounts.  Significant  differences exist between the net
     income/(loss)  for financial  reporting  purposes and the net income/(loss)
     reported  for  Federal  income  tax  purposes.  These  differences  are due
     primarily to the use, for income tax purposes, of accelerated  depreciation
     methods,  shorter  depreciable  lives for the  assets,  differences  in the
     timing of the recognition of 1997 incentive management fee expense.    
   
     Through December 31, 1997, AMMLP owned an 80% general partnership  interest
     in Ivy Street Hotel  Limited  Partnership  ("Ivy")  which owned the Atlanta
     Marriott  Marquis Hotel (the "Hotel").  The Partnership also owned the land
     (the  "Land") on which the Hotel is  located.  On  December  31, 1997 AMMLP
     merged (the  "Merger") with and into the  Partnership.  The Merger of AMMLP
     and the Partnership was treated as a reorganization of affiliated  entities
     and AMMLP's  basis in its assets and  liabilities  were  carried  over.  On
     January 29, 1998 the Hotel and the Land were conveyed to a special purpose,
     bankruptcy remote entity, HMA Realty Limited Partnership  ("HMA"). The sole
     general partner of HMA with a 1% interest,  is HMA-GP, Inc., a wholly-owned
     subsidiary of Ivy. The sole limited partner,  with a 99% interest,  is Ivy.
     The Partnership  consolidates Ivy and HMA and all significant  intercompany
     transactions and balances  between the  Partnership,  Ivy and HMA have been
     eliminated.  In 1990, the  Partnership  determined  that the probability of
     collecting  the  receivable  from the  minority  partner in Ivy was remote.
     Thus, the  Partnership  wrote off this receivable and is now recording 100%
     of  the   income/(loss)  of  Ivy  until  excess  income  allocated  to  the
     Partnership   equals  the  excess   losses   previously   recorded  by  the
     Partnership.    
   
2.   Certain  reclassifications were made to the prior year financial statements
     to conform to the 1998 presentation.    
   
3.   The  Partnership's   revenues   represent  gross  sales  generated  by  the
     Partnership's  hotel.  Total  hotel  sales  less  property-level  costs and
     expenses equals house profit which reflects the net revenues flowing to the
     Partnership  as  property  owner.  As  discussed   below,  the  Partnership
     previously  recorded only the house profit  generated by the  Partnership's
     hotel as revenues.  The Partnership recorded house profit as revenue in its
     first  quarter Form 10-Q and is amending  that  presentation,  as discussed
     below, in this Form 10-Q/A.

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

     The  Partnership  has  considered  the impact of EITF 97-2 on its financial
     statements and has determined  that EITF 97-2 requires that the Partnership
     include  property-level  revenues and  operating  costs and expenses of its
     hotel in its statement of operations. The Partnership was required to apply
     EITF 97-2 on  January 3, 1998 to the  modified  management  agreement  with
     Marriott  International,  Inc. The Partnership has given retroactive effect
     to the adoption of EITF 97-2 in the accompanying  consolidated statement of
     operations. The adoption of EITF 97-2 increased both revenues and operating
     costs and  expenses by $11.6  million and $11.7  million for first  quarter
     1998 and first quarter 1997,  respectively,  and had no impact on operating
     profit or net income.    
   
4.   On February 2, 1998 HMA obtained new 12-year  first  mortgage  financing of
     $164  million  which,  together  with $35 million from the  additional  $69
     million capital  contributed by the General  Partner,  were used to pay the
     maturing  mortgage  debt.  The Mortgage Debt is  nonrecourse  to HMA, bears
     interest at a fixed rate of 7.4% and requires monthly payments of principal
     and interest  calculated to fully amortize the loan over 25 years resulting
     in annual debt service of $14.1 million for 1998 and $14.4 million annually
     until the end of the 12-year term.    
   
5.   To  facilitate  the  refinancing,  effective  January  3,  1998,  a new
     management  agreement  was  entered  into by HMA and the  Manager.  The new
     management  agreement  expires  on July 1,  2010  and is  renewable  at the
     Manager's option for five additional  10-year terms.  Pursuant to the terms
     of the new management  agreement,  no incentive management fees are payable
     to the Manager with respect to the first $29.7 million of operating  profit
     (the "Owner's Priority").  Thereafter,  the Manager will receive 20% of the
     profit in excess of such Owner's  Priority.  As part of the new  management
     agreement, all accrued incentive management fees totaling $4.2 million were
     waived by the Manager.  The Partnership  recorded an extraordinary  gain in
     conjunction with the write-off in the accompanying  condensed  consolidated
     financial statements.    

<PAGE>

   
6.   Pursuant to the terms of the Mortgage  Debt,  HMA was required to establish
     with the  lender a separate  reserve  account  for  payments  of  insurance
     premiums  and real estate taxes for the  mortgaged  property as a result of
     the credit rating of Marriott International, Inc. Thus, the Partnership has
     transferred $1.7 million into the reserve through March 27, 1998.

     Additionally,  HMA was required to establish the following  reserves  which
     are classified as restricted  cash reserves in the  accompanying  condensed
     consolidated  balance  sheet  and  are  held  by the  agent  of the  lender
     including:
     
     o    $3.6 million  debt  service  reserve -- This reserve is equal to three
          months of debt service.
     
     o    $10.1 million deferred  maintenance and capital expenditure reserve --
          This reserve will be expended for capital  expenditures for repairs to
          the facade of the Hotel as well as various  renewals and  replacements
          and site improvements.
     
     o    $7.5  million  rooms  refurbishment  reserve -- This  reserve  will be
          expended to  refurbish  the  remaining  711 rooms and 16 suites at the
          Hotel which have not already been refurbished.    
   
7.   On April 17, 1998, Host Marriott,  parent company of the General Partner
     of the  Partnership,  announced  that its Board of Directors has 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.
     As  part  of the  REIT  conversion,  Host  Marriott  expects  to form a new
     operating partnership (the "Operating Partnership") and limited partners in
     certain Host Marriott  full-service  hotel partnerships and joint ventures,
     including the Atlanta Marriott Marquis II Limited Partnership, are expected
     to be given an opportunity to receive, on a tax-deferred  basis,  Operating
     Partnership  units in the new Operating  Partnership  in exchange for their
     current  partnership  interest.  The Operating  Partnership  units would be
     redeemable by the limited  partner for freely  traded Host Marriott  shares
     (or the cash  equivalent  thereof)  at any  time  after  one year  from the
     closing  of the  merger.  In  connection  with  the  REIT  conversion,  the
     Operating  Partnership filed a Registration  Statement on Form S-4 with the
     Securities and Exchange  Commission on June 2, 1998.  Limited Partners will
     be able to vote on this  Partnership's  participation  in the merger  later
     this year through a consent solicitation.    


<PAGE>


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


FORWARD-LOOKING STATEMENTS

Certain  matters  discussed  herein are  forward-looking  statements  within the
meaning of the  Private  Litigation  Reform Act of 1995 and as such may  involve
known and unknown  risks,  uncertainties,  and other factors which may cause the
actual  results,  performance or achievements of the Partnership to be different
from any future  results,  performance or  achievements  expressed or implied by
such   forward-looking   statements.   Although  the  Partnership  believes  the
expectations  reflected  in  such  forward-looking  statements  are  based  upon
reasonable  assumptions,  it can give no assurance that its expectations will be
attained.  The  Partnership  undertakes no  obligation  to publicly  release the
result of any revisions to these forward-looking  statements that may be made to
reflect any future events or circumstances.

RESULTS OF OPERATIONS
   
Revenues represent sales generated by the Partnership's hotel. Total hotel sales
less  property-level  costs and expenses  equals house profit which reflects the
net revenues  flowing to the Partnership as property owner. As discussed  below,
the  Partnership  previously  recorded  only the house  profit  generated by the
Partnership's hotel as revenues.    
   
The Partnership  adopted EITF 97-2 which requires that the  Partnership  include
property-level  revenues and  operating  costs and expenses in the  statement of
operations. The Partnership has given retroactive effect to the adoption of EITF
97-2 in the accompanying statement of operations.    
   
Revenues.  Partnership  revenues for the first quarter of 1998 increased 2% when
compared  to the first  quarter  of 1997  primarily  due to a 2%,  or  $210,000,
increase in room  revenues and a 3%, or $175,000,  increase in food and beverage
revenues.  REVPAR, or revenue per available room,  represents the combination of
the average daily room rate charged and the average daily occupancy achieved and
is a commonly used indicator of hotel performance (although it is not a GAAP, or
generally accepted accounting  principles,  measure of revenue). The increase in
room  revenues is due to a 1% increase in REVPAR.  REVPAR  increased due to a 6%
increase in average room rate to  approximately  $135 partially  offset by a 3.2
percentage point decrease in average occupancy to the low-70's.  The increase in
average room rate is due to a shift in group mix to higher-rated group business.
The decreases in average  occupancy is primarily due to the impact of additional
supply  added to the  Atlanta  suburbs.  In  addition,  the number of  city-wide
conventions was down slightly from the same period in the prior year.    

Hotel  management  is focused  on  booking  short  term  corporate  business  to
compensate for the decline in convention business roomnights. In addition, hotel
management  will continue to employ  aggressive  pricing  strategies to maximize
average room rate.  The first half of the rooms  refurbishment  at the Hotel was
completed in 1997 and the refurbishment of the remaining 711 rooms and 16 suites
will begin in mid-June and is expected to be completed by the end of 1998.
   
Operating Costs and Expenses.  In the first quarter of 1998, operating costs and
expenses  decreased  by 4%,  or  $585,000,  to $14.8  million  primarily  due to
decreases in hotel  property-level  costs and expenses and incentive  management
fees.  For the first quarter of 1998,  hotel  property-level  costs and expenses
decreased  $41,000 to $11.6  million  when  compared  to the same period in 1997
primarily  because of lower  occupancy  levels and lower sales at the hotel.  In
1998, $207,000 of incentive  management fees were earned as compared to $998,000
earned in 1997.  The decrease in incentive  management  fees earned is due to an
increase  in  Owner's  Priority.  Pursuant  to  the  new  management  agreement,
effective  January  3, 1998 no  incentive  management  fees are  payable  to the
Manager with respect to the first $29.7 million of operating profit. Thereafter,
the  Manager  will  receive  20% of the  profit in excess of such  figure.  As a
percentage of revenues,  operating costs and expenses represented 67% and 71% of
revenues for first quarter 1998 and first quarter 1997, respectively.    
   
Operating  Profit.  In the first  quarter of 1998,  operating  profit  increased
$912,000 to $7.3 million  primarily due to the changes in revenues and operating
costs and expenses discussed above. As a percentage of total revenues, operating
profit  represented  33% in the first  quarter 1998 and 29% in the first quarter
1997.    
   
Interest Expense.  In the first quarter of 1998, interest expense decreased 16%,
or $919,000,  to $4.7 million  primarily due to the  refinancing of the mortgage
debt on February 2, 1998. On that date,  HMA obtained new 12-year first mortgage
financing of $164 million (the "Mortgage Debt") which, together with $35 million
from the additional $69 million capital contributed by the General Partner,  was
used to pay the $199 million  maturing  mortgage  debt.  The Mortgage Debt bears
interest at a fixed rate of 7.4% and  requires  monthly  principal  and interest
payments based on a 25-year amortization  schedule. The prior mortgage debt bore
interest at a fixed rate of 10.3%.    

Net Income Before  Extraordinary Items. In the first quarter of 1998, net income
before  extraordinary items increased $1.8 million to $2.7 million primarily due
to increased  Hotel revenues and decreases in incentive  management  fees earned
and interest expense.
   
Extraordinary Items. Pursuant to the terms of the new management agreement,  all
unpaid incentive  management fees accrued through December 31, 1997 amounting to
$4.2 million were forgiven by the Manager.  During the first  quarter 1998,  the
Partnership recorded an extraordinary gain in conjunction with the write off. In
addition,   the   Partnership   recorded   a  $19,000   extraordinary   gain  on
extinguishment of debt during the first quarter 1998.    

CAPITAL RESOURCES AND LIQUIDITY

The  Partnership's  financing needs have been  historically  funded through loan
agreements  with  independent  financial  institutions.   As  a  result  of  the
successful  refinancing of the Partnership's  mortgage debt, the General Partner
believes that the Partnership will have sufficient  capital resources to conduct
its operations in the ordinary course of business.
   
Mortgage Debt    
   
On February 2, 1998, the mortgage debt was successfully  refinanced with a third
party lender.  The  Partnership's  debt now consists of a $164 million  mortgage
loan,  which is nonrecourse to HMA, which bears interest at a fixed rate of 7.4%
for a 12-year  term.  The  mortgage  loan  requires  payments of  principal  and
interest based upon a 25-year amortization schedule. As part of the refinancing,
HMA  was  required  to  establish  certain  reserves  which  are  classified  as
restricted  cash reserves in the  accompanying  condensed  consolidated  balance
sheet and are held by an agent of the lender including:    
             
      $3.6 million debt service  reserve--This  reserve is equal to three months
     of debt service.    
        
      $10.1 million deferred  maintenance and capital expenditure  reserve--This
     reserve will be expended for capital expenditures for repairs to the facade
     of the  Hotel  as  well as  various  renewals  and  replacements  and  site
     improvements.    
        
      $7.5 million rooms refurbishment reserve--This reserve will be expended to
     refurbish the remaining 711 rooms and 16 suites at the Hotel which have not
     already been refurbished.    
        
      $1.3 million tax and insurance  reserve--This  reserve will be used to pay
     real estate tax and insurance premiums for the Hotel.    
   
In addition,  HMA advanced an additional $2.6 million to the Manager for working
capital needs and used the remaining cash to pay  transaction  costs  associated
with the refinancing.    

Principal Sources and Uses of Cash

The Partnership's  principal source of cash is cash from Hotel  operations.  Its
principal  uses of cash are to pay debt  service  payments on the  Partnership's
mortgage debt, to make guarantee  repayments,  to fund the property  improvement
fund and to make cash distributions to the partners.  Additionally,  in 1998 the
Partnership  received cash through an equity infusion by the General Partner and
utilized cash to pay financing costs incurred in connection with the refinancing
of the  Partnership's  mortgage debt and to establish  reserves  required by the
lender.

Total cash used in  operating  activities  was $8.5 million for the twelve weeks
ended March 27, 1998 as compared to total cash  provided by  operations  of $6.6
million for the twelve weeks ended March 28, 1997.  In the first quarter 1998, a
combined  total of $15.5  million was paid on the mortgage debt on the scheduled
January 11, 1998 debt service date and on the February 2, 1998 refinancing date.
In the first quarter of 1997,  $662,000 was paid on the mortgage debt on January
11, 1997 as the accrued  interest  due through  December 31, 1996 was prepaid on
that date.

Cash used in  investing  activities  was $3.7 million for the twelve weeks ended
March 27, 1998 as compared to $1.1  million for the twelve weeks ended March 28,
1997.  The increase in cash used in investing  activities is primarily due to an
advance of $2.6 million to the Manager for working capital needs.

Cash used in  financing  activities  was $6.5 million for the twelve weeks ended
March 27,  1998.  For the twelve weeks ended March 28, 1998 no cash was provided
by or used in  financing  activities.  The  increase  in cash used in  financing
activities  is  primarily  the  result  of  the  restructuring  and  refinancing
transactions.  During the quarter,  the  Partnership  acquired new mortgage debt
financing  of $164 million and  received  the  remaining  $69 million of the $75
million equity  infusion from the General  Partner.  These proceeds were used as
follows: to repay the $199.3 million of mortgage debt; to repay $10.4 million of
the debt  service  guarantee  and related  interest  outstanding  under the Host
Marriott interest guarantee;  to establish $22.5 million of reserves required by
the lender;  and, to pay  financing  costs of $2.9  million.  Subsequent  to the
initial  establishment,  an additional $1.8 million has been  contributed to the
lender  reserves  pursuant to the loan agreement.  The  Partnership  made a cash
distribution  in February 1998 to the Class A limited  partners of $2.7 million,
or $5,000 per limited partner unit from 1997 operations.

The General  Partner  believes that cash from Hotel  operations and the reserves
established in conjunction  with the refinancing will continue to meet the short
and long-term operational needs of the Partnership.

Capital Expenditures

The  Partnership is required to maintain the Hotel in good repair and condition.
The new  management  agreement  provides  for the  establishment  of a  property
improvement  fund to cover the cost of non-routine  repairs and  maintenance and
renewals and replacements to the Hotel's  property and equipment.  Contributions
to the fund are 5% of Hotel gross sales.

In 1997, the Hotel completed a $7.0 million  refurbishment of approximately half
its guest rooms which included the  replacement  of the  carpeting,  bedspreads,
upholstery,  drapes and other similar items and also the dressers,  chairs, beds
and other furniture.  The refurbishment of the remaining 711 rooms and 16 suites
will begin in mid-1998.  This portion of the refurbishment will be funded from a
reserve which was established by the Partnership  with the lender on February 2,
1998.  The facade repair  project which entails a repair of the entire facade of
the building is underway.  The project is expected to cost $9.0 million and will
be funded by the Partnership  from a reserve which was also established with the
lender in conjunction  with the refinancing on the Maturity Date. The project is
expected to be completed by mid-1999.

The General  Partner  believes  the  property  improvement  fund and the capital
reserves  established in conjunction  with the refinancing  will be adequate for
the future capital repairs and replacement needs of the Hotel.



<PAGE>


                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Partnership and the Partnership Hotel 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 December 12, 1997, Hiram and Ruth Sturm, limited partners in Atlanta Marriott
Marquis Limited  Partnership  ("AMMLP"),  filed a class-action  lawsuit,  styled
Hiram  and  Ruth  Sturm  v.  Marriott  Marquis  Corporation,  et al.,  Case  No.
97-CV-3706,  in the U.S.  District  Court for the  Northern  District of Georgia
against Marriott Marquis Corporation ("MMC"), its directors,  and Host Marriott,
regarding the merger of AMMLP into a new  partnership  (the  "Merger"),  Atlanta
Marriott Marquis Limited Partnership II ("AMMLP-II").  MMC, formerly the general
partner of AMMLP, is the sole general partner of AMMLP-II.  AMMLP-II owns an 80%
interest in Ivy Street Hotel  Limited  Partnership  ("Ivy"),  a Georgia  limited
partnership.  The other general and limited  partners of Ivy are not  affiliated
with Host Marriott. A wholly-owned  bankruptcy remote subsidiary of Ivy owns the
Atlanta Marriott Marquis Hotel.
   
The Sturms allege,  among other things,  that the defendants  misled the limited
partners  in order to induce them to approve  the  Merger,  violated  securities
regulations by filing a prospectus with the SEC that contained false statements,
violated Federal roll-up regulations and Sections 14 and 20 of the Exchange Act,
breached their fiduciary  duties,  and breached the partnership  agreement.  The
plaintiffs  sought to  enjoin,  or in the  alternative  rescind,  the Merger and
damages. Howard H. Poorvu, another limited partner of AMMLP, filed a similar and
separate lawsuit,  styled Howard H. Poorvu, v. Marriott Marquis Corporation,  et
al., Civil Action No. 16095-NC, on December 19, 1997, in Delaware State Chancery
Court.  The Merger took place on December 31, 1997,  and the  refinancing of the
first mortgage debt closed on January 10, 1998. The defendants  filed answers to
the Delaware  complaint  on January 16,  1998,  and moved to dismiss the Georgia
complaint on March 6, 1998.  Although  AMMLP and AMMLP-II have not been named as
defendants in the lawsuits,  their partnership  agreements  include an indemnity
provision  which requires them,  under certain  circumstances,  to indemnify the
general partners against losses, judgments, expenses, and fees.    

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. CI-04092, in
the 57th  Judicial  District  Court  of Bexar  County,  Texas  against  Marriott
International, Inc. ("Marriott International"),  Host Marriott, various of their
subsidiaries,  J.W. Marriott,  Jr., Stephen Rushmore,  and Hospitality Valuation
Services,  Inc.  (collectively,  the  "Defendants").  The lawsuit relates to the
following  limited  partnerships:  Courtyard  by Marriott  Limited  Partnership,
Courtyard by Marriott II Limited  Partnership,  Marriott  Residence  Inn Limited
Partnership,  Marriott  Residence Inn II Limited  Partnership,  Fairfield Inn by
Marriott Limited Partnership,  Desert Springs Marriott Limited Partnership,  and
Atlanta Marriott Marquis Limited Partnership (collectively, the "Partnerships").
The  plaintiffs  allege  that the  Defendants  conspired  to sell  hotels to the
Partnerships  for  inflated  prices  and  that  they  charged  the  Partnerships
excessive  management fees to operate the Partnerships'  hotels.  The plaintiffs
further allege that the Defendants  committed fraud,  breached fiduciary duties,
and violated the  provisions of various  contracts.  The  plaintiffs are seeking
unspecified  damages.  The  Defendants,  which do not include the  Partnerships,
believe  that  there  is no truth to the  plaintiffs'  allegations  and that the
lawsuit is totally devoid of merit. The Defendants  intend to vigorously  defend
against the claims asserted in the lawsuit.  Although the Partnerships  have not
been named as Defendants in the lawsuit, the partnership  agreements relating to
the Partnerships include an indemnity provision which requires the Partnerships,
under certain  circumstances,  to indemnify the general partners against losses,
judgments, expenses, and fees.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.     Exhibits - None.

b.     Reports on Form 8-K

       A Form 8-K was filed with the Securities  and Exchange  Commission on May
       8, 1998. In this filing,  Item 5-Other Events  discloses the announcement
       by Host Marriott that Host  Marriott's  Board of Directors has authorized
       Host Marriott to reorganize its business  operations to qualify as a real
       estate investment  trust,  effective as of January 1, 1999. A copy of the
       press release was included as an Item 7-Exhibit in this Form 8-K filing.


<PAGE>


                                    SIGNATURE


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


                           ATLANTA MARRIOTT MARQUIS II
                           LIMITED PARTNERSHIP

                           By:     MARRIOTT MARQUIS CORPORATION
                                   General Partner


   
October 2, 1998            By:      /s/ Earla L. Stowe
                                    ------------------
                                    Earla L. Stowe     
                                    Vice President and Chief Accounting Officer