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                       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 QUARTER ENDED JUNE 18, 1999

                                       OR

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


                          Commission File No. 033-20022


                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

      Delaware                                            52-1558094
---------------------------------        ---------------------------------------
  (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 [x] No ____.

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                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
================================================================================


                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                        <C>

                                                                                                           PAGE NO.
                                          PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements

           Condensed Statement of Operations
              Twelve and Twenty-Four Weeks Ended June 18, 1999 and June 19, 1998 (Unaudited)................1

           Condensed Balance Sheet
              June 18, 1999 (Unaudited) and December 31, 1998...............................................2

           Condensed Statement of Cash Flows
              Twenty-Four Weeks ended June 18, 1999 and June 19, 1998 (Unaudited)...........................3

           Notes to Condensed Financial Statements (Unaudited)..............................................4

Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations...........................................................5

Item 3.    Quantitative and Qualitative Disclosures About Market Risk......................................10


                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings...............................................................................10

Item 6.    Exhibits and Reports on Form 8-K................................................................11
</TABLE>


<PAGE>



                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
                        CONDENSED STATEMENT OF OPERATIONS
                                   (Unaudited)
                     (in thousands, except per Unit amounts)
<TABLE>
<S>                                                       <C>            <C>              <C>             <C>


                                                               Twelve Weeks Ended             Twenty-Four Weeks Ended
                                                            June 18,        June 19,         June 18,       June 19,
                                                              1999            1998             1999           1998
                                                          -------------  -------------    --------------  --------
REVENUES
   Inn revenues
     Suites...............................................$      14,846  $      14,914    $       29,187  $      28,870
     Other................................................          710            692             1,404          1,388
                                                          -------------  -------------    --------------  -------------
       Total Inn revenues.................................       15,556         15,606            30,591         30,258
                                                          -------------  -------------    --------------  -------------

OPERATING COSTS AND EXPENSES
   Inn property-level costs and expenses
     Suites...............................................        3,184          3,077             6,361          5,967
     Other department costs and expenses..................          367            307               749            642
     Selling, administrative and other....................        3,641          3,796             7,474          7,666
                                                          -------------  -------------    --------------  -------------
       Total Inn property-level costs and expenses........        7,192          7,180            14,584         14,275
   Depreciation...........................................        1,396          1,244             2,667          2,434
   Incentive management fee...............................        1,154            885             2,222          1,693
   Residence Inn system fee...............................          593            597             1,167          1,155
   Property taxes.........................................          543            517             1,072          1,016
   Base management fee....................................          311            312               612            605
   Equipment rent and other...............................          212            398               359            566
                                                          -------------  -------------    --------------  -------------
                                                                 11,401         11,133           22,683          21,744
                                                               --------       --------       ----------        --------

OPERATING PROFIT..........................................        4,155          4,473             7,908          8,514
   Interest expense.......................................       (2,604)        (2,825)           (5,354)        (5,834)
   Interest income........................................           50             55                84            111
                                                          -------------  -------------    --------------  -------------

NET INCOME................................................$       1,601  $       1,703    $        2,638  $       2,791
                                                          =============  =============    ==============  =============

ALLOCATION OF NET INCOME
   General Partner........................................$          16  $          17    $           26  $          28
   Limited Partners.......................................        1,585          1,686             2,612          2,763
                                                          -------------  -------------    --------------  -------------

                                                                $ 1,601       $  1,703       $    2,638        $  2,791
                                                                =======       ========       ==========        ========

NET INCOME PER LIMITED
   PARTNER UNIT (65,600 Units)............................$          24  $          26    $           40  $          42
                                                          =============  =============    ==============  =============

</TABLE>

                  See Notes to Condensed Financial Statements.


<PAGE>


                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
                             CONDENSED BALANCE SHEET
                                 (in thousands)

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


                                                                                         June 18,       December 31,
                                                                                           1999              1998
                                                                                        (unaudited)

                                     ASSETS
   Property and equipment, net........................................................$     139,993     $       140,283
   Due from Residence Inn by Marriott, Inc............................................        2,662               2,041
   Deferred financing costs, net of accumulated amortization..........................        1,561               1,779
   Property improvement fund..........................................................        2,025                 223
   Cash and cash equivalents..........................................................        3,985               4,027
                                                                                      -------------     ---------------

                                                                                        $   150,226     $     148,353
                                                                                        ===========     =============

                        LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
   Mortgage debt......................................................................$     107,953     $       110,084
   Incentive management fees due to Residence Inn by Marriott, Inc....................       28,797              27,029
   Accounts payable and accrued expenses..............................................          704               1,106
                                                                                      -------------     ---------------

         Total Liabilities............................................................      137,454             138,219
                                                                                      -------------     ---------------

PARTNERS' CAPITAL
   General Partner....................................................................          204               178
   Limited Partners...................................................................       12,568            9,956
                                                                                         ----------       ----------

         Total Partners' Capital......................................................       12,772              10,134
                                                                                      -------------     ---------------

                                                                                        $   150,226     $     148,353
                                                                                        ===========     =============


</TABLE>












                  See Notes to Condensed Financial Statements.


<PAGE>


                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

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


                                                                                             Twenty-Four Weeks Ended
                                                                                           June 18,         June 19,
                                                                                             1999             1998
                                                                                        -------------     --------

OPERATING ACTIVITIES
   Net income...........................................................................$       2,638     $       2,791
   Noncash items........................................................................        4,653             3,325
   Changes in operating accounts........................................................       (1,023)             (533)
                                                                                        -------------     -------------

         Cash provided by operating activities..........................................        6,268             5,583
                                                                                        -------------     -------------

INVESTING ACTIVITIES
   Additions to property and equipment..................................................       (2,377)             (865)
   Change in property improvement fund..................................................       (1,802)             (684)
                                                                                        -------------     -------------

         Cash used in investing activities..............................................       (4,179)           (1,549)
                                                                                        -------------     -------------

FINANCING ACTIVITIES
   Repayment of mortgage debt...........................................................       (2,131)           (1,656)
   Capital distributions to partners....................................................           --            (3,313)
                                                                                        -------------     -------------

         Cash used in financing activities..............................................       (2,131)           (4,969)
                                                                                        -------------     -------------

DECREASE IN CASH AND CASH EQUIVALENTS...................................................          (42)             (935)

CASH AND CASH EQUIVALENTS at beginning of period........................................        4,027             5,650
                                                                                        -------------     -------------

CASH AND CASH EQUIVALENTS at end of period..............................................$       3,985     $       4,715
                                                                                        =============     =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for mortgage interest......................................................$       5,518     $       5,993
                                                                                        =============     =============





</TABLE>





                  See Notes to Condensed Financial Statements.


<PAGE>


                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Summary of Significant Accounting Policies

     The accompanying  unaudited,  condensed,  interim financial statements have
     been  prepared  by  Marriott   Residence  Inn  Limited   Partnership   (the
     "Partnership").  Certain  information  and  footnote  disclosures  normally
     included in financial  statements  presented in accordance  with  generally
     accepted  accounting   principles  have  been  condensed  or  omitted.  The
     Partnership  believes  the  disclosures  made  are  adequate  to  make  the
     information  presented not misleading.  However, the unaudited,  condensed,
     interim  financial  statements  should  be read  in  conjunction  with  the
     Partnership's  financial  statements  and  notes  thereto  included  in the
     Partnership's Form 10-K for the fiscal year ended December 31, 1998.

     In the opinion of the Partnership,  the accompanying unaudited,  condensed,
     interim financial  statements reflect all adjustments  necessary to present
     fairly the financial  position of the  Partnership as of June 18, 1999, the
     results of operations for the twelve and  twenty-four  weeks ended June 18,
     1999 and June 19, 1998 and the cash flows for the  twenty-four  weeks ended
     June 18,  1999  and June 19,  1998.  Interim  results  are not  necessarily
     indicative of fiscal year  performance  because of seasonal and  short-term
     variations.

     For financial  reporting  purposes,  the net income of the  Partnership  is
     allocated 99% to the limited  partners and 1% to RIBM One LLC (the "General
     Partner").  Significant  differences  exist  between  the  net  income  for
     financial  reporting  purposes  and the net income for  Federal  income tax
     purposes.  These  differences  are due  primarily  to the use,  for Federal
     income tax  purposes,  of  accelerated  depreciation  methods  and  shorter
     depreciable  lives of the  assets  and  differences  in the  timing  of the
     recognition of incentive management fee expense.

     Certain  reclassifications  were made to prior year  unaudited,  condensed,
     interim financial statements to conform to the 1999 presentation.

2.   Revenues

     Revenues primarily represent the gross sales generated by the Partnership's
     Inns. 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  considered  the  impact  of EITF  97-2  on its  condensed
     financial statements and determined that EITF 97-2 requires the Partnership
     to include  property-level  sales and operating expenses of its Inns in its
     condensed  statement of operations.  The Partnership has given  retroactive
     effect to the adoption of EITF 97-2 in the accompanying condensed statement
     of  operations.  Application  of  EITF  97-2  to  the  condensed  financial
     statements  for the twelve and  twenty-four  weeks  ended June 18, 1999 and
     June  19,  1998   increased   both  revenues  and  operating   expenses  by
     approximately  $7.2  million and $14.6  million and $7.2  million and $14.3
     million, respectively, and had no impact on operating profit or net income.




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.  Certain,  but
not necessarily all, of such forward-looking statements can be identified by the
use of  forward-looking  terminology,  such  as  "believes,"  "expects,"  "may,"
"will,"  "should,"  "estimates," or  "anticipates,"  or the negative  thereof or
other  variations  thereof  or  comparable   terminology.   All  forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other factors
which may cause our actual transactions, results, performance or achievements to
be materially  different from any future transactions,  results,  performance or
achievements expressed or implied by such forward-looking  statements.  Although
the  Partnership  believes the  expectations  reflected in such  forward-looking
statements are based upon  reasonable  assumptions,  the Partnership can give no
assurance that its expectations will be attained or that any deviations will not
be material.  The Partnership  undertakes no obligation to publicly  release the
result of any revisions to these forward-looking  statements that may be made to
reflect any future events or circumstances.

RESULTS OF OPERATIONS

First Two Quarters of 1999 Compared to First Two Quarters of 1998

Revenues. Partnership revenues increased $333,000, or 1%, to $30.6 million. This
increase was achieved primarily through an increase in Inn revenue per available
room ("REVPAR"). REVPAR represents the combination of the combined average daily
suite rate charged and the combined  average daily  occupancy  achieved.  REVPAR
increased 1% primarily  due to a 1% increase in the combined  average suite rate
from $96 for the first two quarters 1998 to $97 for the first two quarters 1999.
The 1% increase in the combined  average  suite rate was  partially  offset by a
slight decrease in occupancy.

Operating Costs and Expenses.  Operating costs and expenses increased  $939,000,
or 4%, to $22.7 million.  The increase was due primarily to a $529,000,  or 31%,
increase in  incentive  management  fee, a $309,000  increase in  property-level
costs and expenses and a $233,000, or 10%, increase in depreciation expense. The
incentive  management  fee ("IMF") earned by the Manager is calculated as 15% of
Operating Profit, as defined in the Management  Agreement,  in any year in which
Operating  Profit is less than $23.5 million.  The Manager earns an IMF equal to
20% of Operating Profit,  whenever Operating Profit is equal to or exceeds $23.5
million.  The IMF was  calculated  as 15% of Operating  Profit for the first two
quarters 1998 based upon the  expectation at June 19, 1998,  that full-year 1998
Operating Profit would not meet the $23.5 million threshold. This compares to an
IMF calculated as 20% of Operating  Profit for the first two quarters 1999 based
on the expectation at June 18, 1999, that full-year Operating Profit will exceed
$23.5  million.  Thus  the  increase  in IMF  was  due to the  expectation  that
Operating Profit will exceed the $23.5 million threshold for the full-year 1999,
which  resulted  in a 20% IMF  calculation,  as opposed  to 15% used  during the
comparable  period in 1998. If full year 1999 Operating Profit falls below $23.5
million,  the IMF calculation will be adjusted back to 15% of Operating  Profit.
Property-level  costs and expenses  increased  primarily because of the $394,000
increase in suites  expense as a result of a 6%  increase  in wage and  benefits
costs.  The  increase  in  depreciation  expense  was due to an  increase in the
average  depreciable  fixed assets balance of $6.3 million between the first two
quarters of 1998 and 1999. As a percentage of Inn revenues,  Inn operating costs
and expenses were 74% and 72% of revenues for the first two quarters of 1999 and
the first two quarters of 1998, respectively.



<PAGE>


Operating Profit. As a result of the changes in revenues and operating costs and
expenses discussed above,  operating profit decreased  $600,000,  or 7%, to $7.9
million, or 26% of revenues, from $8.5 million, or 28% of revenues.

Interest  Expense.  Interest  expense  decreased  $480,000 to $5.4  million as a
result of principal amortization on the Partnership's mortgage debt.

Net  Income.  As a result of the items  discussed  above,  net income  decreased
$153,000 to $2.6 million, or 9% of revenues.

Second Quarter 1999 Compared to Second Quarter 1998

Revenues.  Revenues for second  quarter 1999 declined  slightly to $15.6 million
due to a 2%  decrease  in  REVPAR  for the  period.  This  REVPAR  decrease  was
primarily due to a decline in the combined  average  occupancy of two percentage
points. The combined average suite rate remained steady at $97.

Operating Costs and Expenses.  Operating costs and expenses increased  $268,000,
or 2%, to $11.4  million  for the second  quarter  1999.  The  increase  was due
primarily  to a $269,000,  or 30%,  increase in incentive  management  fee and a
$152,000, or 12%, increase in depreciation expense. The incentive management fee
was calculated as 15% of Operating Profit for the second quarter of 1998 and 20%
of Operating  Profit for the second quarter of 1999,  based upon the expectation
that Operating Profit will exceed the $23.5 million  threshold for the full-year
1999. The increase in depreciation expense was due to an increase in the average
depreciable  fixed assets balance of $6.3 million between the first two quarters
of 1998 and 1999.  As a percentage  of Inn  revenues,  Inn  operating  costs and
expenses were 73% and 71% of revenues for the second quarter 1999 and the second
quarter 1998, respectively.

Operating Profit. As a result of the changes in revenues and operating costs and
expenses discussed above,  operating profit decreased  $318,000,  or 7%, to $4.2
million, or 27% of revenues.

Interest Expense.  Interest expense decreased  $221,000,  or 8%, to $2.6 million
due to principal amortization on the Partnership's mortgage debt.

Net  Income.  As a result of the items  discussed  above,  net income  decreased
$102,000, or 6%, to $1.6 million, or 10% of revenues.

LIQUIDITY AND CAPITAL RESOURCES

The  Partnership's  financing needs have been  historically  funded through loan
agreements  with  independent  financial  institutions.  Beginning in 1998,  the
Partnership's  property improvement fund was insufficient to meet current needs.
The   shortfall  is  primarily   due  to  the  need  to  complete   total  suite
refurbishments  at  a  majority  of  the  Partnership's  Inns.  To  address  the
shortfall,  the  Partnership  provided  a $1.5  million  loan  to  the  property
improvement  fund in first quarter 1999 and increased the  contribution  rate in
1999 from 5% of gross Inn revenues to 5.5%. The  Partnership  expects to fund an
additional  $1.2 million before the end of the fiscal year. The General  Partner
believes that cash from Inn operations and Partnership reserves will be adequate
in the  short  term and is  working  with  the  Manager  to  address  long  term
operational and capital needs of the Partnership.



<PAGE>


Principal Sources and Uses of Cash

The  Partnership's  principal  source  of  cash  is cash  from  operations.  Its
principal  uses of cash are to make debt  service  payments,  fund the  property
improvement  fund  and to  make  distributions  to the  limited  partners.  Cash
provided by  operating  activities  was $6.3  million for the first two quarters
1999  compared to $5.6 million for the first two quarters  1998.  This  $685,000
increase was due to an $872,000  payment of deferred base management fees in the
first two quarters 1998 that did not recur in 1999.

The  Partnership's  cash used in  investing  activities  primarily  consists  of
contributions  to the property  improvement  fund and capital  expenditures  for
improvements to the Inns. Cash used in investing activities was $4.2 million and
$1.5 million for first two quarters 1999 and 1998,  respectively.  Contributions
to the  property  improvement  fund were $3.1  million and $1.5  million for the
first two quarters 1999 and first two quarters 1998 respectively,  while capital
expenditures  were $1.5 million and  $865,000,  respectively,  during these same
periods.  The $1.6 million  increase in  contributions  is due to a $1.5 million
loan funded by the Partnership to the property  improvement fund and an increase
in the  contribution  rate  from 5% of gross  Inn  revenues  to 5.5% in order to
complete suite  refurbishments at some of the Partnership's Inns, which resulted
in the $600,000 increase in capital expenditures.

The  Partnership's  cash used in  financing  activities  primarily  consists  of
capital  distributions to partners and the repayment of mortgage debt. Cash used
in  financing  activities  was $2.1  million and $5.0  million for the first two
quarters 1999 and 1998, respectively. In the first quarter 1998, the Partnership
distributed  $3.3 million to the partners  from 1997  operations.  There were no
distributions  to the partners in the first two  quarters of 1999.  Year to date
1999,  the principal  portion of fixed  payments on the mortgage debt  increased
$475,000 compared to the same period in 1998 due to decreased  interest costs as
a result of the $8.7 million reduction in the average debt principal balance.

Strategy for Liquidity

The General Partner is continuing to explore  alternatives to provide  liquidity
for the Partnership and maximize the value of the limited partners'  investment.
During second quarter 1999, an investment  banking firm, acting as an advisor to
the  Partnership,  provided  financial  information  to a number of  prospective
purchasers for their review and analysis. The General Partner and the investment
banking firm are working with prospective purchasers in an effort to negotiate a
transaction that will provide  liquidity for the Partnership  while securing the
highest  possible  value for the limited  partner  units;  however,  the General
Partner can make no assurances as to the outcome of these efforts.

YEAR 2000 ISSUES

Year 2000  issues  have arisen  because  many  existing  computer  programs  and
chip-based  embedded technology systems use only the last two digits to refer to
a year,  and  therefore do not  properly  recognize a year that begins with "20"
instead of the familiar "19." If not corrected, many computer applications could
fail or create erroneous results.  The following disclosure provides information
regarding the current status of the Partnership's Year 2000 compliance program.

Host Marriott  Corporation ("Host  Marriott"),  general partner of Host Marriott
L.P., which owns directly and indirectly, more than 95% of the economic interest
of the General Partner,  including the 1% managing member interest,  has adopted
the  compliance  program  because it recognizes the importance of minimizing the
number and seriousness of any disruptions that may occur as a result of the Year
2000 issue.  Host Marriott's  compliance  program includes an assessment of Host
Marriott's  hardware and software computer systems and embedded systems, as well
as an  assessment  of the Year 2000 issues  relating to third parties with which
Host Marriott has a material  relationship  or whose systems are material to the
operations of the Partnership's Inns. Host Marriott's efforts to ensure that its
computer  systems are Year 2000 compliant have been segregated into two separate
phases: in-house systems and third-party systems.

In-House  Systems.   Host  Marriott  has  invested  in  the  implementation  and
maintenance of accounting and reporting  systems and equipment that are intended
to  enable  the  Partnership  to  provide  adequately  for its  information  and
reporting  needs and which are also Year 2000  compliant.  Substantially  all of
Host  Marriott's  in-house  systems  have  already  been  certified as Year 2000
compliant  through  testing  and other  mechanisms,  and Host  Marriott  has not
delayed any systems projects due to the Year 2000 issue. Host Marriott engaged a
third  party to review its Year 2000  in-house  readiness  and found no problems
with any mission  critical  systems.  Host  Marriott  believes that future costs
associated with Year 2000 issues for its in-house  systems will be insignificant
and, therefore,  not impact the Partnership's business,  financial condition and
results of  operations.  Host Marriott has not  developed,  and does not plan to
develop,  a separate  contingency  plan for its  in-house  systems  due to their
current Year 2000  compliance.  Host  Marriott  does,  however,  have the normal
disaster recovery procedures in place should it have a systems failure.

Third-Party  Systems.  The  Partnership  relies upon  operational and accounting
systems provided by third parties, primarily the Manager of its Inns, to provide
the appropriate  property-specific  operating  systems  (including  reservation,
phone,  elevator,  security,  HVAC and other  systems)  and to  provide  it with
financial  information.  Based on  discussions  with the third  parties that are
critical to the Partnership's business,  including the Manager of its Inns, Host
Marriott  believes  that these  parties  are in the  process of  studying  their
systems and the systems of their respective  vendors and service  providers and,
in many cases,  have begun to  implement  changes,  to ensure that they are Year
2000 compliant. Host Marriott continues to receive verbal and written assurances
that these third  parties are, or will be, Year 2000  compliant on time.  To the
extent these changes  impact  property-level  systems,  the  Partnership  may be
required to fund capital  expenditures for upgraded equipment and software.  The
Partnership  does not expect these  charges to be material,  but is committed to
making these investments as required. To the extent that these changes relate to
the  Manager's   centralized   systems  (including   reservations,   accounting,
purchasing,   inventory,   personnel  and  other  systems),   the  Partnership's
management  agreement  generally  provides  for these costs to be charged to the
Partnership's properties. Host Marriott expects that the Manager will incur Year
2000  costs  for its  centralized  systems  in lieu of costs  related  to system
projects that otherwise would have been pursued and therefore, its overall level
of  centralized  systems  charges  allocated  to the Inns  will  not  materially
increase as a result of the Year 2000 compliance effort.  Host Marriott believes
that this deferral of certain system projects will not have a material impact on
its future  results of  operations,  although it may delay certain  productivity
enhancements at the  Partnership's  Inns. Host Marriott will continue to monitor
the efforts of these third  parties to become Year 2000  compliant and will take
appropriate steps to address any non-compliance issues. The Partnership believes
that in the event of material Year 2000  non-compliance,  the  Partnership  will
have the  right to seek  recourse  against  the  Manager  under  its  management
agreement.  The management agreement,  however,  generally does not specifically
address the Year 2000 compliance issue. Therefore, the amount of any recovery in
the event of Year 2000 non-compliance at a property, if any, is not determinable
at this time.

Host  Marriott  will work  with the third  parties  to ensure  that  appropriate
contingency  plans will be developed to address the most reasonably likely worst
case  Year  2000  scenarios,  which  may not  have  been  identified  fully.  In
particular,  Host Marriott has had extensive discussions regarding the Year 2000
problem with Marriott International,  Inc. ("MII"), the parent of the Manager of
the  Partnership's  Inns. Due to the  significance  of MII to the  Partnership's
business, a detailed description of MII's state of readiness follows.



<PAGE>


MII has adopted an eight-step process toward Year 2000 readiness,  consisting of
the following: (i) Awareness: fostering understanding of, and commitment to, the
problem and its  potential  risks;  (ii)  Inventory:  identifying  and  locating
systems  and  technology  components  that may be  affected;  (iii)  Assessment:
reviewing these components for Year 2000 compliance,  and assessing the scope of
Year 2000 issues; (iv) Planning:  defining the technical solutions and labor and
work plans  necessary for each  affected  system;  (v)  Remediation/Replacement:
completing  the  programming  to renovate  or replace  the  problem  software or
hardware; (vi) Testing and Compliance Validation:  conducting testing,  followed
by  independent  validation  by a separate  internal  verification  team;  (vii)
Implementation:  placing  the  corrected  systems and  technology  back into the
business environment; and (viii) Quality Assurance:  utilizing an internal audit
team to review  significant  projects  for  adherence to quality  standards  and
program methodology.

MII has grouped its systems and technology into three categories for purposes of
Year 2000 compliance:  (i) information resource applications and technology ("IT
Applications")  --  enterprise-wide   systems  supported  by  MII's  centralized
information  technology  organization  ("IR"); (ii)  Business-initiated  Systems
("BIS") - systems that have been  initiated by an individual  business unit, and
that are not supported by MII's IR  organization;  and (iii) Building  Systems -
non-IT  equipment  at  properties  that use  embedded  computer  chips,  such as
elevators,  automated room key systems and HVAC  equipment.  MII is prioritizing
its efforts based on how severe an effect  noncompliance  would have on customer
service,  core  business  processes or revenues,  and whether  there are viable,
non-automated fallback procedures ("System Criticality").

MII measures the  completion  of each phase based on documented  and  quantified
results,  weighted for System  Criticality.  As of June 18, 1999, the Awareness,
Inventory,  Assessment  and Planning  phases were complete for IT  Applications,
BIS, and Building Systems. For IT Applications,  the Remediation/Replacement and
Testing phases were 95% complete.  Compliance  Validation had been completed for
approximately  85% of key systems,  with most of the remaining work in its final
stage. For BIS and Building  Systems,  Remediation/Replacement  is substantially
complete with a target date of September  1999. For BIS,  Testing and Compliance
Validation  are in progress.  Testing is over 95% complete for Building  Systems
for  which   approximately  5%  require  further   remediation/replacement   and
re-testing, and Compliance Validation is in progress. Implementation and Quality
Assurance  is 80%  complete  for IT  Applications.  For BIS,  Implementation  is
substantially   complete   while   Quality   Assurance  is  in  progress.   Both
Implementation and Quality Assurance are in progress for Building Systems.

Year  2000  compliance   communications   with  MII's  significant  third  party
suppliers, vendors and business partners, including its franchisees are ongoing.
MII's efforts are focused on the connections most critical to customer  service,
core business processes and revenues, including those third parties that support
the most critical  enterprise-wide IT Applications,  franchisees  generating the
most revenues,  suppliers of the most widely used Building  Systems and BIS, the
top  100  suppliers,  by  dollar  volume,  of  non-IT  products,  and  financial
institutions providing the most critical payment processing functions. Responses
have been  received  from a majority of the firms in this  group.  A majority of
these respondents have either given assurances of timely Year 2000 compliance or
have  identified  the  necessary  actions  to be taken by them or MII to achieve
timely  Year 2000  compliance  for their  products.  Where MII has not  received
satisfactory  responses it is addressing the potential  risks of failure through
its contingency planning process.

MII has  established  a common  approach  for testing and  addressing  Year 2000
compliance  issues for its managed and  franchised  properties.  This includes a
guidance  protocol  for  operated  properties,  and a Year  2000  "Toolkit"  for
franchisees  containing relevant Year 2000 compliance  information.  MII is also
utilizing a Year 2000  best-practices  sharing  system.  MII is  monitoring  the
progress of the managed and franchised properties towards Year 2000 compliance.



<PAGE>


Risks.  There can be no assurances that Year 2000 remediation by the Partnership
or third  parties  will be properly and timely  completed,  and failure to do so
could have a material  adverse effect on the  Partnership,  its business and its
financial condition.  The Partnership cannot predict the actual effects to it of
the Year 2000 problem,  which depends on numerous uncertainties such as: whether
significant  third parties  properly and timely  address the Year 2000 issue and
whether  broad-based or systemic  economic  failures may occur. Host Marriott is
also unable to predict the  severity and  duration of any such  failures,  which
could include disruptions in passenger  transportation or transportation systems
generally,  loss of  utility  and/or  telecommunications  services,  the loss or
disruption  of  hotel  and Inn  reservations  made on  centralized  reservations
systems and errors or failures in financial  transactions or payment  processing
systems such as credit  cards.  Due to the general  uncertainty  inherent in the
Year  2000  problem  and the  Partnership's  dependence  on third  parties,  the
Partnership is unable to determine at this time whether the consequences of Year
2000 failures will have a material  impact on the  Partnership.  Host Marriott's
Year 2000 compliance  program is expected to  significantly  reduce the level of
uncertainty  about  the Year  2000  issue and Host  Marriott  believes  that the
possibility of significant interruptions of normal operations should be reduced.


ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Partnership does not have  significant  market risk with respect to interest
rates,  foreign currency  exchanges or other market rate or price risks, and the
Partnership does not hold any financial instruments for trading purposes.
As of June 18, 1999, all of the Partnership's debt has a fixed interest rate.


                           PART II. OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

The   Partnership   and  the  Inns  are  involved  in  routine   litigation  and
administrative  proceedings arising in the ordinary course of business,  some of
which are expected to be covered by liability  insurance and which  collectively
are not expected to have a material  adverse  effect on the business,  financial
condition or results of operations of the Partnership.

On March 16, 1998,  limited partners in several  partnerships  sponsored by Host
Marriott,  filed a lawsuit,  styled Robert M. Haas, Sr. and Irwin Randolph Joint
Tenants, et al. v. Marriott  International,  Inc., et al., Case No. 98-CI-04092,
in the 57th  Judicial  District  Court of Bexar County,  Texas against  Marriott
International,   Inc.,  Host  Marriott,  various  of  their  subsidiaries,  J.W.
Marriott,  Jr.,  Stephen  Rushmore,  and Hospitality  Valuation  Services,  Inc.
(collectively,  the  "Defendants").  The lawsuit  now  relates to the  following
limited  partnerships:  Courtyard  by  Marriott  Limited  Partnership,  Marriott
Residence   Inn  Limited   Partnership,   Marriott   Residence  Inn  II  Limited
Partnership,  Fairfield  Inn by Marriott  Limited  Partnership,  Desert  Springs
Marriott Limited  Partnership and Atlanta  Marriott Marquis Limited  Partnership
(collectively,   the  "Six  Partnerships").   The  plaintiffs  allege  that  the
Defendants  conspired to sell hotels to the Six Partnerships for inflated prices
and that they charged the Six Partnerships  excessive management fees to operate
the Six Partnerships' hotels. The plaintiffs further allege, among other things,
that the Defendants committed fraud,  breached fiduciary duties and violated the
provisions of various contracts. The plaintiffs are seeking unspecified damages.
The Defendants, which do not include the Six 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.  A related case concerning  Courtyard by Marriott
II Limited Partnership  ("Courtyard II") filed by the plaintiff's lawyers in the
same court involves  similar  allegations  against the defendants,  and has been
certified as a class action. As a result of this development, Courtyard II is no
longer  involved  in the  above-mentioned  lawsuit,  Case No.  98-CI-04092.  The
Courtyard II class action case is  presently  scheduled  for trial on January 3,
2000.  On March 18,  1999,  two of the  limited  partners  of the  Courtyard  by
Marriott  Limited  Partnership  ("Courtyard I") filed a class action petition in
intervention  seeking to convert  that  portion of the  lawsuit  relating to the
Courtyard I into a class  action.  The court  denied this  petition on April 29,
1999.  Although the Six  Partnerships  have not been named as  Defendants in the
lawsuit, the partnership  agreements relating to the Six Partnerships include an
indemnity   provision  which  requires  the  Six  Partnerships,   under  certain
circumstances,  to indemnify the general partners  against losses,  expenses and
fees.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  a.  Exhibits:  None.
                  b.  Reports on Form 8-K:  None.


<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.


                                                     MARRIOTT RESIDENCE INN
                               LIMITED PARTNERSHIP

                                                     By:      RIBM ONE LLC
                                                              General Partner


         July 30, 1999                               By:      /s/ Earla L. Stowe
                                                              ------------------
                                                              Earla L. Stowe
                                                              Vice President