SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


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

                  FOR THE 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.)

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



<PAGE>


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


                                TABLE OF CONTENTS

                                                                        PAGE NO.
                         PART I - FINANCIAL INFORMATION


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


<PAGE>


                                     8

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

REVENUES..........................................................................$      10,410      $       10,042
                                                                                  -------------      --------------

OPERATING COSTS AND EXPENSES
    Depreciation..................................................................        1,399               1,174
    Incentive management fee......................................................          207                 998
    Property taxes and other......................................................          866                 854
    Base management fee...........................................................          662                 652
                                                                                  -------------      --------------
                                                                                          3,134              3,678
                                                                                       ---------        -----------

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.


        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,  AMMLP's  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 incentive  management fee
     expense.

2.   Through  December 31, 1997,  Atlanta  Marriott Marquis Limited Partnership
     ("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 bases 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.

3.   Certain  reclassifications were made to the prior year financial statements
     to conform to the 1998 presentation.

4.   Revenues  represent  house  profit  of the Hotel  since  HMA has  delegated
     substantially  all of the operating  decisions related to the generation of
     house profit of the Hotel to Marriott International,  Inc. (the "Manager").
     House profit reflects hotel operating results which flow to HMA as property
     owner and  represents  gross  hotel  sales  less  property-level  expenses,
     excluding depreciation,  base and incentive management fees, property taxes
     and certain other costs,  which are  disclosed  separately in the condensed
     consolidated statement of operations.

     Partnership  revenues  generated  by the Hotel for 1998 and 1997 consist of
     (in thousands):
<TABLE>
<S>                                                                             <C>                <C> 

                                                                                        Twelve Weeks Ended
                                                                                   March 27,           March 28,
                                                                                     1998                1997
                                                                                ---------------    ----------------
     HOTEL SALES
         Rooms..................................................................$        13,670    $         13,460
         Food and beverage......................................................          7,025               6,850
         Other operating departments............................................          1,355               1,413
                                                                                ---------------    ----------------
                                                                                         22,050              21,723
                                                                                ---------------    ----------------
     HOTEL EXPENSES
         Departmental direct costs
            Rooms...............................................................          2,695               2,728
            Food and beverage...................................................          4,318               4,134
         Other  hotel operating expenses........................................          4,627               4,819
                                                                                ---------------    ----------------
                                                                                         11,640              11,681
                                                                                ---------------    ----------------

     REVENUES...................................................................$        10,410    $         10,042
                                                                                ===============    ================

</TABLE>

5.   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.

6.   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.

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 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.






<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.  Partnership  revenues for the first quarter of 1998 increased 4% 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.  The increase in room  revenues is due to a 1% increase in REVPAR.
Revpar, or revenue per  available  room, represents the combination of the
average daily occupancy acheived and is a commonly used indicator of hotel 
performance (although it is not a GAAP, or generally accepted accounting 
principles measure of revenue). 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.  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 $544,000 to $3.1 million  primarily  due to a decrease in
incentive  management fees. 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  30% and 37% 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  70% in the first  quarter 1998 and 63% in the first quarter
1997.

Interest  Expense.  In the first  quarter of 1998,  interest  expense  decreased
$919,000 to $4.7 million  primarily due to the  refinancing of the Mortgage Debt
on February 2, 1998. On that date, the Partnership  refinanced $164 million. The
Mortgage  Debt  bears  interest  at a fixed  rate of 7.4% and  requires  monthly
payments of principal and interest.  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.

Gain on Forgiveness of Incentive  Management Fees.  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 waived by the Manager.  The
Partnership recorded an extraordinary gain in conjunction with the write off.

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.

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.

Mortgage Debt

On the Maturity Date, the following transactions occurred:

      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 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.


<PAGE>


      Host Marriott waived its existing right to priority repayment of the $20.1
     million in prior  non-interest  bearing interest  guarantee advances to Ivy
     and restructured such advances as a loan with a 15 year term (interest only
     for the first five years)  bearing  interest at a rate of 9% per annum (the
     "Term Loan"). Payments are due monthly in arrears from cash available after
     payment of debt service on the Mortgage Debt. Upon a sale of the Hotel, the
     Term Loan will accelerate and become due and payable.

      The  outstanding  amount of the interest  guarantee  of $10.4  million and
     related interest was repaid to Host Marriott.

      The  $30  million  principal  guarantee  provided  by  Host  Marriott  was
     eliminated.

      The  Partnership   distributed  funds  to  Class  A  limited  partners  of
     approximately $5,000 per New Unit. This distribution represented the excess
     of the Partnership's reserve after payment of a majority of the transaction
     costs related to the mortgage debt refinancing.

      As part of the refinancing, HMA was required to establish certain reserves
     which are  classified  as  restricted  cash  reserve  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 quarter HMA advanced an  additional  $2,639,000  to the
Manager for working capital needs and used the remaining cash to pay transaction
costs associated with the refinancing.



<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 II Limited Partnership ("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, sought similar
relief and filed a separate lawsuit, styled 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, judgements, 
expenses, and fees.
 
On March 16, 1998,  limited partners in several  partnerships  sponsored by Host
Marriott,  filed a  lawsuit  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 to be signed on its  behalf by the
undersigned, thereunto duly authorized.


                           ATLANTA MARRIOTT MARQUIS II
                               LIMITED PARTNERSHIP

                        By: MARRIOTT MARQUIS CORPORATION
                                 General Partner


                               May 11, 1998 By:
                                Patricia K. Brady
                   Vice President and Chief Accounting Officer


<PAGE>


                                    SIGNATURE



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


                           ATLANTA MARRIOTT MARQUIS II
                               LIMITED PARTNERSHIP

                        By: MARRIOTT MARQUIS CORPORATION
                                 General Partner


                     May 11, 1998 By: /s/ Patricia K. Brady
                             ----------------------
                                Patricia K. Brady
                   Vice President and Chief Accounting Officer