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                       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 JUNE 19, 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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                 ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP
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                                TABLE OF CONTENTS
<TABLE>   
<S>                                                                                                   <C>

                                                                                                      PAGE NO.
                         PART I - FINANCIAL INFORMATION
                                                                                                    


Item 1.    Financial Statements

           Condensed Consolidated Statement of Operations
              Twelve and Twenty-Four Weeks ended June 19, 1998 and June 20, 1997.............................1

           Condensed Consolidated Balance Sheet
              June 19, 1998 and December 31, 1997............................................................2

           Condensed Consolidated Statement of Cash Flows
              Twenty-Four Weeks ended June 19, 1998 and June 20, 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>                 <C>              <C>
        
                                                     Twelve Weeks Ended                 Twenty-Four Weeks Ended
                                                          June 19,          June 20,           June 19,          June 20,
                                                            1998              1997               1998              1997
                                                       --------------    -------------       -------------    ---------
HOTEL REVENUES
   Rooms...............................................$       13,239    $      14,250       $      26,909    $      27,710
   Food and beverage...................................         5,244            6,404              12,269           13,254
   Other...............................................         1,424            1,387               2,779            2,800
                                                       --------------    -------------       -------------    -------------

                                                               19,907           22,041              41,957           43,764
                                                       --------------    -------------       -------------    -------------

OPERATING COSTS AND EXPENSES
   Property-level costs and expenses
     Rooms.............................................         2,841            3,024               5,536            5,752
     Food and beverage.................................         3,868            4,236               8,186            8,370
     Other.............................................         4,548            4,650               9,175            9,469
                                                       --------------    -------------       -------------    -------------

       Total hotel property-level costs and expenses...        11,257           11,910              22,897           23,591

   Depreciation .......................................         1,492            1,175               2,891            2,349
   Property taxes and other............................         1,057              853               1,923            1,707
   Base management fee.................................           597              659               1,259            1,311
   Incentive management fee............................          (117)           1,000                  90            1,998
                                                       --------------    -------------       -------------    -------------

                                                               14,286           15,597              29,060           30,956
                                                       --------------    -------------       -------------    -------------

OPERATING PROFIT.......................................         5,621            6,444              12,897           12,808
   Interest expense....................................        (3,288)          (5,267)             (7,964)         (10,862)
   Interest income.....................................            40              232                 154              379
                                                       --------------    -------------       -------------    -------------

NET INCOME BEFORE
   EXTRAORDINARY ITEMS.................................         2,373            1,409               5,087            2,325

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

NET INCOME.............................................$        2,373    $       1,409       $       9,261    $       2,325
                                                       ==============    =============       =============    =============

ALLOCATION OF NET INCOME
   General Partner.....................................$           --    $          14       $          --    $          23
   Class A Limited Partners............................            --            1,395                  --            2,302
   Class B Limited Partner.............................         2,373               --               9,261               --
                                                       --------------    -------------       -------------    -------------
                                                       $        2,373    $       1,409       $       9,261    $       2,325
                                                       ==============    =============       =============    =============

NET INCOME PER CLASS A
   LIMITED PARTNER UNIT (530 Units)....................$           --    $       2,632       $          --    $       4,343
                                                       ==============    =============       =============    =============
</TABLE>    
<PAGE>
        ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (in thousands)

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



                                                                                             June 19,         December 31,
                                                                                               1998               1997
                                                                                            (unaudited)

                                     ASSETS

    Property and equipment, net...........................................................$      164,005    $       165,372
    Due from Marriott International, Inc..................................................         7,434              4,425
    Property improvement fund.............................................................         3,357              2,756
    Deferred financing costs, net of accumulated amortization.............................         3,174                321
    Restricted cash reserves..............................................................        25,031                 --
    Cash and cash equivalents.............................................................         6,191             21,502
                                                                                          --------------    ---------------

                                                                                           $     209,192    $       194,376
                                                                                          ==============    ===============


                   LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

LIABILITIES
    Mortgage debt.........................................................................$      163,232    $       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....................................................           133              4,198
    Accounts payable and accrued expenses.................................................         2,190             12,743
                                                                                          --------------    ---------------

         Total Liabilities................................................................       185,689            246,484
                                                                                          --------------    ---------------

PARTNERS' CAPITAL (DEFICIT)

    General Partner.......................................................................          (520)              (520)
    Class A Limited Partners..............................................................       (60,238)           (57,588)
    Class B Limited Partner...............................................................        84,261              6,000
                                                                                          --------------    ---------------

         Total Partners' Capital (Deficit)................................................        23,503            (52,108)
                                                                                          --------------    ---------------

                                                                                          $      209,192    $       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>



                                                                                                 Twenty-Four Weeks Ended
                                                                                               June 19,          June 20,
                                                                                                 1998              1997
                                                                                             -------------    ---------

OPERATING ACTIVITIES
     Net income .............................................................................$       9,261    $       2,325
     Net extraordinary items.................................................................       (4,174)              --
                                                                                             -------------    -------------
     Income before extraordinary items.......................................................        5,087            2,325
       Noncash items.........................................................................        2,994            3,567
       Changes in operating accounts.........................................................      (12,990)           9,176
                                                                                             -------------    -------------

           Cash (used in) provided by operating activities...................................       (4,909)          15,068
                                                                                             -------------    -------------

INVESTING ACTIVITIES
     Working capital provided to Marriott International, Inc.................................       (2,639)              --
     Additions to property and equipment, net................................................       (1,524)          (1,109)
     Change in property improvement fund.....................................................         (601)          (1,201)
                                                                                             -------------    -------------

           Cash used in investing activities.................................................       (4,764)          (2,310)
                                                                                             -------------    -------------

FINANCING ACTIVITIES
     Proceeds from mortgage debt.............................................................      164,000               --
     Repayment of mortgage debt..............................................................     (199,768)              --
     Capital contributions from General Partner for Class B
       Limited Partnership Interest..........................................................       69,000               --
     Changes in restricted lender reserves...................................................      (22,873)              --
     Repayments under Original Debt Service Guarantee and Commitment
       and Interest Guarantee to Host Marriott Corporation...................................      (10,390)              --
     Payment of financing costs..............................................................       (2,957)              --
     Capital distributions...................................................................       (2,650)              --
                                                                                             -------------    -------------

           Cash used in financing activities.................................................       (5,638)              --
                                                                                             -------------    -------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.............................................      (15,311)          12,758

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

CASH AND CASH EQUIVALENTS at end of period...................................................$       6,191    $      18,359
                                                                                             =============    =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for mortgage and other interest...............................................$      19,127    $         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 year ended
     December 31, 1997.    

     In the opinion of the Partnership,  the accompanying condensed consolidated
     financial  statements  reflect all  adjustments  (which include only normal
     recurring  adjustments)  necessary to present fairly the financial position
     of the  Partnership  as of June 19, 1998 and December 31, 1997, the results
     of operations for the twelve and twenty-four  weeks ended June 19, 1998 and
     June 20, 1997 and cash flows for the twenty-four  weeks ended June 19, 1998
     and June 20, 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 was 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, and 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
     second  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 $11.3 million and $11.9 million and $22.9 million and
     $23.6 million for second quarters 1998 and 1997 and the  twenty-four  weeks
     ended June 19, 1998 and June 20, 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,  was 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.  Annual
     debt service on the new mortgage  debt is $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
     forgiven by the Manager.  The Partnership recorded an extraordinary gain in
     conjunction with the forgiveness in the accompanying condensed consolidated
     financial statements.

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  $2.2  million  into the reserve  through  June 19,  1998.  The
     reserve is included in  restricted  cash reserves and the resulting tax and
     insurance liability is included in accounts payable and accrued expenses in
     the accompanying balance sheet.

     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  authorized  Host
     Marriott 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  formed  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  Operating  Partnership  in  exchange  for  their
     current  Partnership  interests.  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  (the "SEC") 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 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 second quarter 1998 and the twenty-four weeks
ended June 19, 1998 decreased 10%, or $2.1 million,  to $19.9 million and 4%, or
$1.8 million, to $42.0 million, respectively,  when compared to the same periods
in 1997  due to  decreases  in room  and food and  beverage  sales.  Room  sales
decreased  7%, or $1.0 million,  to $13.2 million and 3%, or $801,000,  to $27.0
million for second quarter 1998 and the  twenty-four  weeks ended June 19, 1998,
respectively, when compared to the same periods in 1997. Food and beverage sales
decreased  18%, or $1.2  million,  to $5.2 million and 7%, or $1.0  million,  to
$12.3 million for second quarter 1998 and the  twenty-four  weeks ended June 19,
1998,  respectively,  when compared to the same periods in 1997. The decrease in
food and beverage sales is primarily due to lower occupancy  levels at the Hotel
in 1998 as compared to 1997. Room sales decreased due to a 7% decrease in REVPAR
for the second  quarter  1998 and a 3%  decrease  in REVPAR for the  twenty-four
weeks ended June 19, 1998 when compared to the same periods in 1997.  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).  REVPAR  decreased  for the second
quarter 1998 and  twenty-four  weeks ended June 19, 1998 due to a 7.4 percentage
point decrease in average  occupancy to 66% and a 5.4 percentage  point decrease
in average occupancy to 69%, respectively,  when compared to the same periods in
1997. The decrease in occupancy was partially offset by a 3%, or $5, increase in
average room rate to approximately $142 for second quarter 1998 and a 5%, or $6,
increase in average room rate to $139 for the  twenty-four  weeks ended June 19,
1998 when  compared to the same  periods in 1997.  The  increase in average room
rate is due to a shift in group mix to higher-rated group business. The decrease
in average  occupancy is primarily  due to a decrease in the number of city-wide
conventions  in the first half of 1998 when compared to the same period in 1997.
Additional  supply added to the Atlanta suburbs has also impacted 1998 occupancy
levels.    


<PAGE>

   
Operating Costs and Expenses. For the second quarter of 1998 and the twenty-four
weeks ended June 19, 1998,  operating  costs and expenses  decreased 8%, or $1.3
million,   to  $14.3  million  and  6%,  or  $1.9  million,  to  $29.1  million,
respectively,  when  compared  to the same  periods  in 1997,  primarily  due to
decreases in hotel  property-level  costs and expenses and incentive  management
fees.  For second  quarter  1998 and the  twenty-four  weeks ended June 19, 1998
hotel  property-level  costs and expenses  decreased  5%, or $653,000,  to $11.3
million and 3%, or $694,000,  to $22.9 million when compared to the same periods
in 1997  primarily  because of lower  occupancy  levels  and lower  sales at the
hotel.  For the  twenty-four  weeks ended June 19,  1998,  $90,000 of  incentive
management  fees were  earned as compared  to $2.0  million for the  twenty-four
weeks  ended  June 20,  1997.  Incentive  management  fees  decreased  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 72% and 71% of
revenues for the second quarters of 1998 and 1997, respectively, and 69% and 71%
of revenues  for the  twenty-four  weeks ended June 19, 1998 and June 20,  1997,
respectively.    

Operating Profit. As a result of the changes in revenues and expenses  discussed
above,  operating  profit  decreased  13%, or $823,000,  to $5.6 million for the
second  quarter  1998 and  increased  1%, or $89,000,  to $12.9  million for the
twenty-four weeks ended June 19, 1998 when compared to the same periods in 1997.

Interest  Expense.  Interest  expense  decreased  38%, or $2.0 million,  to $3.3
million and 27%, or $2.9  million,  to $8.0 million for second  quarter 1998 and
the twenty-four  weeks ended June 19, 1998,  respectively,  when compared to the
same periods in 1997.  The decrease is 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. Net income before  extraordinary  items
increased  68%, or $1.0 million,  to $2.4 million and 119%, or $2.8 million,  to
$5.1 million for second  quarter 1998 and the  twenty-four  weeks ended June 19,
1998,  respectively,  when compared to the same periods in 1997. The increase is
primarily due to decreases in incentive management fees 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  twenty-four  weeks ended
June 19, 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 twenty-four weeks ended
June 19, 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
transactions  associated  with the Merger and 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.



<PAGE>

   
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 (the "Mortgage Debt"), 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,  during the twenty-four  weeks ended June 19, 1998, 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 $4.9  million for the  twenty-four
weeks ended June 19, 1998 as compared to total cash  provided by  operations  of
$15.1 million for the  twenty-four  weeks ended June 20, 1997. In 1998, cash was
used to pay accrued interest on the Partnership's debt. In addition, pursuant to
the terms of the Mortgage Debt, the  Partnership  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 $2.2 million
into the reserve  through June 19, 1998.  The reserve is included in  restricted
cash  reserves  and the  resulting  tax and  insurance  liability is included in
accounts payable and accrued expenses in the accompanying balance sheet.

Cash used in investing  activities  was $4.8 million for the  twenty-four  weeks
ended June 19, 1998 as compared to $2.3 million for the twenty-four  weeks ended
June 20, 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 $5.6 million for the  twenty-four  weeks
ended June 19, 1998. For the twenty-four  weeks ended June 20, 1997, 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 1998, 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 $199.8 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 $3.0 million.  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
began 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. 98-CI-04092,
in the 57th  Judicial  District  Court of Bexar County,  Texas against  Marriott
International, Inc. ("Marriott International"),  Host Marriott, various of their
subsidiaries,  J.W. Marriott,  Jr., Stephen Rushmore,  and Hospitality Valuation
Services,  Inc.  (collectively,  the  "Defendants").  The lawsuit 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,  among  other  things,  that the  Defendants  committed  fraud,
breached fiduciary duties, and violated the provisions of various contracts. The
plaintiffs are seeking unspecified damages. The Defendants, which do not include
the Partnerships,  believe that there is no truth to the plaintiffs' allegations
and that the  lawsuit  is  totally  devoid of merit.  The  Defendants  intend to
vigorously defend against the claims asserted in the lawsuit. They have filed an
answer to the plaintiffs'  petition and asserted a number of defenses.  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

       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.

       June 19, 1998 -- In this filing, Item 5 - Other Events discloses that the
       General Partner sent the limited  partners of the Partnership a letter to
       inform them of the proposed  reorganization  of Host Marriott's  business
       operations to qualify as a real estate  investment trust and provide them
       with the estimated  exchange  value per  Partnership  unit. A copy of the
       letter was included as an Item 7 - Exhibit in this Form 8-K filing.



<PAGE>


                                    SIGNATURE


   
Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this Form 10-Q/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