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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 SEPTEMBER 11, 1998

                                       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 No ____.  (Not  Applicable.  On August 25, 1992,  the
Registrant  filed an application  for relief from the reporting  requirements of
the Securities  Exchange Act of 1934 pursuant to Section 12(h) thereof.  Because
of the pendency of such application, the Registrant was not required to, and did
not make,  any filings  pursuant  to the  Securities  Exchange  Act of 1934 from
October 23, 1989 until the application was voluntarily  withdrawn on January 23,
1998.)

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<PAGE>

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                   Marriott Residence Inn Limited Partnership
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                                TABLE OF CONTENTS

                                                                        PAGE NO.
                         PART I - FINANCIAL INFORMATION


Item 1.       Financial Statements

    Condensed Statement of Operations
    Twelve and Thirty-Six Weeks Ended
    September 11, 1998 (Unaudited) and September 12, 1997 (Unaudited).........1

    Condensed Balance Sheet
    September 11, 1998 (Unaudited) and December 31, 1997......................2

    Condensed Statement of Cash Flows
    Thirty-Six Weeks ended September 11, 1998 (Unaudited)
    and September 12, 1997 (Unaudited)........................................3

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

Item 2.       Management's Discussion and Analysis of Financial

    Condition and Results of Operations.......................................6


                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings...............................................8

Item 6.       Exhibits and Reports on Form 8-K................................9




<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>



                                                             Twelve Weeks Ended                 Thirty-Six Weeks Ended
                                                       September 11,    September 12,       September 11,     September 12,
                                                           1998             1997                1998              1997
                                                     ----------------  ---------------    ----------------  ----------
<S>                                                  <C>               <C>                <C>               <C>    

REVENUES (Note 2)....................................$          9,072  $         8,551    $         25,055  $        23,225
                                                     ----------------  ---------------    ----------------  ---------------

OPERATING COSTS AND EXPENSES
   Depreciation......................................           1,173            1,142               3,607            3,680
   Incentive management fee..........................             987              911               2,680            2,427
   Residence Inn system fee..........................             644              598               1,799            1,669
   Property taxes....................................             534              568               1,550            1,634
   Base management fee...............................             336              314                 941              877
   Equipment rent and other..........................             220              227                 786              847
                                                     ----------------  ---------------    ----------------  ---------------

                                                                3,894            3,760              11,363           11,134
                                                     ----------------  ---------------    ----------------  ---------------

OPERATING PROFIT.....................................           5,178            4,791              13,692           12,091
   Interest expense..................................          (2,807)          (2,919)             (8,641)          (9,008)
   Interest income...................................              80               91                 191              216
                                                     ----------------  ---------------    ----------------  ---------------

NET INCOME...........................................$          2,451  $         1,963    $          5,242  $         3,299
                                                     ================  ===============    ================  ===============

ALLOCATION OF NET INCOME
   General Partner...................................$             24  $            20    $             52  $            33
   Limited Partners..................................           2,427            1,943               5,190            3,266
                                                     ----------------  ---------------    ----------------  ---------------

                                                     $          2,451  $         1,963    $          5,242  $         3,299
                                                     ================  ===============    ================  ===============

NET INCOME PER
   LIMITED PARTNER UNIT (65,600 Units)...............$             37  $            30    $             79  $            50
                                                     ================  ===============    ================  ===============







                                        See Notes to Condensed Financial Statements.

</TABLE>

<PAGE>


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


<TABLE>

                                                                                          September 11,     December 31,
                                                                                              1998                1997
                                                                                           (Unaudited)
                                                           ASSETS
<S>                                                                                     <C>                 <C>              

Property and equipment, net.............................................................$        138,894    $       140,448
Due from Residence Inn by Marriott, Inc.................................................           2,795              2,462
Property improvement fund...............................................................           2,050              1,160
Deferred financing costs, net of accumulated amortization...............................           1,924              2,251
Cash and cash equivalents...............................................................           5,895              5,650
                                                                                        ----------------    ---------------

                                                                                        $        151,558    $       151,971
                                                                                        ================    ===============


                                              LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES
   Mortgage debt........................................................................$        116,061    $       118,576
   Incentive management fee due to Residence Inn by Marriott, Inc.......................          24,481             22,709
   Base management fee due to Residence Inn by Marriott, Inc............................              --                872
   Accounts payable and accrued expenses................................................             508              1,235
                                                                                        ----------------    ---------------

       Total Liabilities................................................................         141,050            143,392
                                                                                        ----------------    ---------------

PARTNERS' CAPITAL
   General Partner......................................................................             181                162
   Limited Partners.....................................................................          10,327              8,417
                                                                                        ----------------    ---------------

       Total Partners' Capital..........................................................          10,508              8,579
                                                                                        ----------------    ---------------

                                                                                        $        151,558    $       151,971
                                                                                        ================    ===============










                                        See Notes to Condensed Financial Statements.

</TABLE>

<PAGE>


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


<TABLE>

                                                                                             Thirty-Six Weeks Ended
                                                                                      September 11,          September 12,
                                                                                           1998                  1997
                                                                                    -----------------     -----------
<S>                                                                                 <C>                   <C>                     
OPERATING ACTIVITIES
   Net income ......................................................................$           5,242     $           3,299
   Noncash items....................................................................            5,706                 6,434
   Change in operating accounts.....................................................           (1,932)               (1,269)
                                                                                    -----------------     -----------------

       Cash provided by operating activities........................................            9,016                 8,464
                                                                                    -----------------     -----------------

INVESTING ACTIVITIES
   Additions to property and equipment..............................................           (2,053)               (3,189)
   Change in property improvement fund..............................................             (890)                  543
                                                                                    -----------------     -----------------

       Cash used in investing activities............................................           (2,943)               (2,646)
                                                                                    -----------------     -----------------

FINANCING ACTIVITIES
   Capital distributions ...........................................................           (3,313)               (1,611)
   Principal repayment on mortgage debt.............................................           (2,515)               (2,159)
   Financing costs..................................................................               --                     5
                                                                                    -----------------     -----------------

       Cash used in financing activities............................................           (5,828)               (3,765)
                                                                                    -----------------     -----------------

INCREASE IN CASH AND CASH EQUIVALENTS...............................................              245                 2,053

CASH AND CASH EQUIVALENTS at beginning of period....................................            5,650                 3,429
                                                                                    -----------------     -----------------

CASH AND CASH EQUIVALENTS at end of period..........................................$           5,895     $           5,482
                                                                                    =================     =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for interest...........................................................$           8,958     $           9,314
                                                                                    =================     =================









                                        See Notes to Condensed Financial Statements.

</TABLE>

<PAGE>


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


1.   The  accompanying  condensed  financial  statements  have been  prepared by
     Marriott  Residence Inn 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
     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, 1997.

     In the opinion of the  Partnership,  the accompanying  unaudited  condensed
     financial  statements  reflect all  adjustments  (which include only normal
     recurring  adjustments)  necessary to present fairly the financial position
     of the  Partnership as of September 11, 1998, the results of operations for
     the twelve and thirty-six  weeks ended September 11, 1998 and September 12,
     1997 and the cash flows for the thirty-six  weeks ended  September 11, 1998
     and September 12, 1997.  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 Corporation  (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 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.

2.   Revenues   represent  house  profit  of  the  Partnership  Inns  since  the
     Partnership  has delegated  substantially  all of the  operating  decisions
     related to the  generation  of house profit of the Inns to Residence Inn by
     Marriott, Inc. (the "Manager"). House profit reflects Inn operating results
     which  flow to the  Partnership  as  property  owner and  represents  total
     combined Inn sales less property-level  expenses,  excluding  depreciation,
     base,  Residence Inn system and incentive  management fees, property taxes,
     equipment rent and certain other costs,  which are disclosed  separately in
     the accompanying condensed statement of operations.

     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 and concluded that
     it should be applied to its Inns. Accordingly, upon adoption, Inn sales and
     property-level  expenses will be reflected on the statement of  operations.
     This  change in  accounting  principle  will be  adopted  in the  financial
     statements  during the fourth  quarter of 1998 as of and for the year ended
     December 31, 1998 with  retroactive  effect in prior  periods to conform to
     the new presentation.  Application of EITF 97-2 will increase both revenues
     and operating  expenses by approximately  $7.7 million and $7.2 million for
     the  twelve  weeks  ended  September  11,  1998  and  September  12,  1997,
     respectively,  and $22.0 million and $20.6 million for the thirty-six weeks
     ended  September 11, 1998 and September  12, 1997,  respectively,  and will
     have no impact on operating profit or net income.


<PAGE>


     Revenues consist of the following Inn operating results (in thousands):
<TABLE>

                                                             Twelve Weeks Ended                 Thirty-Six Weeks Ended
                                                       September 11,    September 12,       September 11,     September 12,
                                                           1998             1997                1998              1997
                                                     ----------------  ---------------    ----------------  ----------
     <S>                                             <C>               <C>                <C>               <C>    
     INN SALES
       Suites........................................$         16,095  $        14,972    $         44,965  $        41,738
       Other operating departments...................             715              758               2,103            2,118
                                                     ----------------  ---------------    ----------------  ---------------
                                                               16,810           15,730              47,068           43,856
                                                     ----------------  ---------------    ----------------  ---------------
     INN EXPENSES
       Departmental direct costs
         Suites......................................           3,333            2,993               9,300            8,569
         Other operating departments.................             343              287                 985              810
       Other Inn operating expenses..................           4,062            3,899              11,728           11,252
                                                     ----------------  ---------------    ----------------  ---------------
                                                                7,738            7,179              22,013           20,631
                                                     ----------------  ---------------    ----------------  ---------------

     REVENUES........................................$          9,072  $         8,551    $         25,055  $        23,225
                                                     ================  ===============    ================  ===============
</TABLE>

3.   Host  Marriott  Corporation,  on behalf of the  General  Partner,  RIBM One
     Corporation, filed a preliminary Prospectus/Consent  Solicitation Statement
     with the  Securities  and  Exchange  Commission  in  December  1997,  which
     proposed the consolidation  ("Consolidation")  of this Partnership and five
     other limited  partnerships  into a publicly traded real estate  investment
     trust ("REIT").  Subsequently,  the General Partner  reported that existing
     REIT's  active in the moderate  price and  extended-stay  hotel segment had
     expressed  an interest  in  acquiring  some of the hotels  owned by the six
     partnerships.  The General  Partner  retained  Merrill  Lynch to advise the
     partnerships with respect to these alternatives.

     The original  Consolidation plan included an initial public offering of the
     REIT's common shares. The General Partner has been advised that it would be
     difficult  to raise the  appropriate  level of outside  equity and that the
     perceived  benefits of the  Consolidation  are not achievable at this time.
     Therefore, the General Partner is not pursuing the plan to form a new REIT.
    


<PAGE>


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


FORWARD-LOOKING STATEMENTS

     Certain  matters  discussed  in  this  Form  10-Q  include  forward-looking
statements  and as such may involve known and unknown risks,  uncertainties  and
other factors which may cause the actual transactions,  results,  performance or
achievements to be materially different from any future  transactions,  results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements.  The  cautionary  statements  set forth in reports  filed  under the
Securities  Act  of  1934  contain   important  factors  with  respect  to  such
forward-looking  statements,  including:  (i)  national  and local  economic and
business conditions that will, among other things,  affect demand for hotels and
other properties,  the level of rates and occupancy that can be achieved by such
properties  and the  availabiility  and terms of financing;  (ii) the ability to
compete  effectively;  (iii) changes in travel  patterns,  taxes and  government
regulations;  (iv) governmental approvals,  actions and initiatives; and (v) the
effects  of tax  legislative  action.  Although  the  Partnership  believes  the
expectations  reflected  in  such  forward-looking  statements  are  based  upon
reasonable  assumptions,  it can give no assurance that its expectations will be
attained or that any deviations will not be material. The Partnership undertakes
no  obligation  to  publicly  release  the  result  of any  revisions  to  these
forward-looking  statements  that may be made to reflect  any  future  events or
circumstances.

RESULTS OF OPERATIONS

First Three Quarters 1998 Compared to First Three Quarters 1997

Revenues.  Revenues for the first three quarters of 1998 increased $1.9 million,
or 8%, to $25.1 million.  Revenues and operating profit were impacted  primarily
by growth in revenue per available  room  ("REVPAR").  REVPAR is a commonly used
indicator  of market  performance  for  hotels  (although  it is not a GAAP,  or
generally accepted accounting  principles,  measure of revenue) which represents
the  combination  of the average  daily room rate charged and the average  daily
occupancy achieved. REVPAR does not include food and beverage or other ancillary
revenues generated by the properties.  Inn sales increased $3.2 million,  or 7%,
to $47.1  million  in the  first  three  quarters  of 1998 also  reflecting  the
improvement  in REVPAR for the period.  REVPAR  increased 8% for the first three
quarters  of 1998 due to an increase in the  combined  average  room rate of 6%,
combined with a two percentage point increase in the combined average occupancy.
Due to the high occupancy of these  properties,  the Partnership  expects future
increases in REVPAR to be driven by room rate  increases,  rather than occupancy
increases.  However,  there can be no  assurance  that REVPAR  will  continue to
increase in the future.

Operating Costs and Expenses.  Operating  costs and expenses  increased to $11.4
million  for the first three  quarters of 1998 from $11.1  million for the first
three quarters of 1997. As a percentage of Inn revenues, Inn operating costs and
expenses  were 45% and 48% of revenues for the first three  quarters of 1998 and
1997, respectively.

Operating Profit. As a result of the changes in revenues and operating costs and
expenses  discussed  above,  operating profit increased by $1.6 million to $13.7
million,  or 55% of  revenues,  for the first three  quarters of 1998 from $12.1
million, or 52% of revenues, for the first three quarters of 1997.

Interest Expense.  Interest expense decreased  $367,000 to $8.6 million for
the first three  quarters of 1998 as a result of principal  amortization  on the
Partnership's debt.

Net Income.  Net income for the first  three  quarters  of 1998  increased  $1.9
million to $5.2  million,  or 21% of  revenues,  compared  to net income of $3.3
million, or 14% of revenues, for the first three quarters of 1997.


<PAGE>


Third Quarter 1998 Compared to Third Quarter 1997

Revenues.  Revenues for third quarter 1998  increased  $521,000,  or 6%, to $9.1
million.  Inn sales increased $1.1 million, or 7%, to $16.8 million in the third
quarter  1998  reflecting  the  improvements  in REVPAR for the  period.  REVPAR
increased 7% for the third quarter 1998 due to an increase of 5% in the combined
average  room rate and an  increase in the  combined  average  occupancy  of two
percentage points.

Operating  Costs and Expenses.  Operating  costs and expenses  increased to $3.9
million for the third quarter 1998 from $3.8 million for the third quarter 1997.
As a percentage of revenues,  Inn operating  costs and expenses were 43% and 44%
of revenues for third quarter 1998 and 1997, respectively.

Operating Profit. As a result of the changes in revenues and operating costs and
expenses  discussed  above,  operating  profit  increased  by  $387,000  to $5.2
million,  or 57% of revenues,  for the third quarter 1998 from $4.8 million,  or
56% of revenues, for the third quarter 1997.

Interest Expense.  Interest expense decreased  $112,000 to $2.8 million for
third quarter 1998 as a result of principal  amortization  on the  Partnership's
debt.

Net Income.  Net income for the third  quarter 1998  increased  $488,000 to $2.5
million,  or 27% of revenues,  compared to net income of $2.0 million, or 23% of
revenues,  for  third  quarter  1997  primarily  due to the  result of the items
discussed above.

CAPITAL RESOURCES AND LIQUIDITY

The  Partnership's  financing needs have  historically  been funded through loan
agreements with independent financial institutions. 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 from  operations.  Its principal
uses of cash are to make debt service  payments,  fund the property  improvement
fund and to make distributions to the partners.

Cash provided by operating  activities was $9.0 million and $8.5 million for the
first three  quarters of 1998 and 1997,  respectively.  The  improved  cash from
operations  was primarily a result of improved Inn operating  results  partially
offset by an increase in the rent receivable due from the Manager and payment of
all deferred base management fees during 1998.

Cash used in  investing  activities  was $2.9  million and $2.6  million for the
first three quarters of 1998 and 1997, respectively. The Partnership's cash used
in investing  activities  primarily  consists of  contributions  to the property
improvement  fund  and  capital  expenditures  for  improvements  to  the  Inns.
Contributions  to the  property  improvement  fund  were $2.4  million  and $2.2
million  for the first  three  quarters  of 1998 and 1997,  respectively,  while
capital  expenditures  were $2.1  million  and $3.2  million for the first three
quarters of 1998 and 1997,  respectively.  The General Partner believes that the
property improvement fund will provide adequate funds in the short and long term
to meet the Inn's capital needs.


<PAGE>


Cash used in financing activities for the first three quarters of 1998 and 1997,
was $5.8 million and $3.8 million,  respectively. The Partnership's cash used in
financing activities primarily consists of capital distributions to partners and
the repayment of mortgage debt. The Partnership  distributed $3.3 million to the
partners, which equals $50 per limited partnership unit, in the first quarter of
1998 from  1997  operations.  In the  first  quarter  of 1997,  the  Partnership
distributed   $1.7  million  to  the  partners  which  equals  $25  per  limited
partnership unit from 1996 operations.

The General  Partner  believes  that cash from Inn  operations  and  Partnership
reserves  will be adequate  in the short term and long term for the  operational
and capital needs of the Partnership.


YEAR 2000 ISSUE

The "Year 2000 Issue" has 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.

The Partnership  processes its records on computer hardware and software systems
maintained by Host Marriott Corporation ("Host Marriott"), the parent company of
the General Partner of the  Partnership.  Host Marriott has adopted a 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
the Partnership 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 is in the process
of  engaging a third  party to review its Year 2000  in-house  compliance.  Host
Marriott  believes  that future costs  associated  with Year 2000 Issues for its
in-house  systems  will be  insignificant  and will  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.
However,  Host Marriott does have  detailed  contingency  plans for its in-house
systems  covering a variety of possible  events,  including  natural  disasters,
interruption of utility service and similar events.

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.  To the extent these changes impact property-level  systems, the
Partnership may be required to fund capital  expenditures for upgraded equipment
and software. Host Marriott 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  Inns. 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  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 caused by a breach of the
Manager's  duties,  the Partnership will have the right to seek recourse against
the Manager under its third party management agreement. The management agreement
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
Issue  with  Marriott  International,  the  Manager  of  the  Inns.  Due  to the
significance of Marriott International to the Partnership's business, a detailed
description of Marriott International's state of readiness follows.

Marriott  International  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  particular  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  a
dedicated  audit team to review and test  significant  projects for adherence to
quality standards and program methodology.

Marriott  International  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  Marriott   International'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
Marriott  International'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.  Marriott  International  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).

Marriott International measures the completion of each phase based on documented
and quantified results,  weighted for System  Criticality.  As of the end of the
1998 third  quarter,  the awareness  and  inventory  phases were complete for IT
Applications  and  nearly  complete  for  BIS  and  Building  Systems.   For  IT
Applications,  the Assessment,  Planning and Remediation/Replacement phases were
each over 80 percent  complete,  and Testing and Compliance  Validation had been
completed for a number of key systems,  with most of the  remaining  work in its
final stage. For BIS and Building  Systems,  Assessment and Planning were in the
mid- to upper-range of completion, with a substantial amount of work in process,
while the progress level for  Remediation/Replacement and Testing and Compliance
Validation had not yet been documented and quantified. Quality Assurance is also
in progress for IT  Applications  and is scheduled to begin for BIS and Business
Systems in the near future.  Marriott  International's  goal is to substantially
complete the  Remediation/Replacement and Testing phases for its System Critical
IT   Applications  by  the  end  of  1998,  with  1999  reserved  for  unplanned
contingencies and for Compliance  Validation and Quality  Assurance.  For System
Critical BIS and Building Systems,  the same level of completion is targeted for
June 1999 and September 1999, respectively.

Marriott  International has initiated Year 2000 compliance  communications  with
its significant third party suppliers,  vendors and business partners, including
its franchisees.  Marriott International is focusing its efforts on the business
interfaces most critical to its customer  service 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.

Marriott  International  is also  establishing 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. Marriott International is also utilizing a Year 2000 best-practices
sharing system.

Risks.  There can be no assurance 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  Issue,  which  depends  on  numerous  uncertainties  such as: (i)
whether  significant  third  parties  properly and timely  address the Year 2000
Issue;  and (ii) 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  distortion of hotel  reservations  made on a centralized
reservation  system 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 Issue 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.
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1.         LEGAL PROCEEDINGS

On February 11, 1998, four individual limited partners in partnerships sponsored
by Host Marriott  Corporation  ("Host  Marriott")  filed a class action lawsuit,
styled Ruben,  et al. v. Host  Marriott  Corporation,  et al.,  Civil Action No.
16186,  in Delaware  State  Chancery Court against Host Marriott and the general
partners of Courtyard by Marriott Limited Partnership,  Courtyard by Marriott II
Limited  Partnership,  Marriott  Residence  Inn  Limited  Partnership,  Marriott
Residence Inn II Limited  Partnership,  and  Fairfield  Inn by Marriott  Limited
Partnership (collectively, the "Five Partnerships").  The plaintiffs allege that
the proposed  merger of the Five  Partnerships  (the  "Merger") into an umbrella
partnership real estate  investment trust proposed by CRF Lodging Company,  L.P.
in a preliminary  registration  statement filed with the Securities and Exchange
Commission,  dated  December 22,  1997,  constitutes  a breach of the  fiduciary
duties owed to the limited  partners of the Five  Partnerships  by Host Marriott
and the general partners of the Five Partnerships.  In addition,  the plaintiffs
allege  that  the  Merger  breaches  various  agreements  relating  to the  Five
Partnerships.  The  plaintiffs are seeking,  among other things,  the following:
certification of a class;  injunctive relief to block consummation of the Merger
or, in the alternative, rescission of the Merger; and damages. Host Marriott and
the general partners of the Five Partnerships believe that these allegations are
totally  devoid of merit and they intend to vigorously  defend against them. The
defendants, in light of current market conditions, have decided to abandon their
efforts to complete the initial Merger at this time. Accordingly, they intend to
continue their efforts to dismiss the lawsuit.

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  "Seven
Partnerships").  The  plaintiffs  allege that the  Defendants  conspired to sell
hotels to the Seven  Partnerships  for inflated prices and that they charged the
Seven Partnerships  excessive management fees to operate the Seven 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 Seven 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 Seven  Partnerships  have not been
named as Defendants in the lawsuit,  the partnership  agreements relating to the
Seven  Partnerships  include an  indemnity  provision  which  requires the Seven
Partnerships,  under certain  circumstances,  to indemnify the general  partners
against losses, expenses and fees.

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.


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 October 9, 1998.  This filing,  Item 5 --
                     Other  Events,  discloses  that the General  Partner sent a
                     letter  dated  October  1,  1998  to  inform  the  limited
                     partners  that the  proposed  Consolidation  to form a new
                     REIT focused on limited  service hotels is no longer being
                     pursued.  In  addition,  the letter  informs  the  limited
                     partners  that,  to date,  there  have been no  acceptable
                     offers from third  parties to purchase  the  Partnership's
                     hotels.  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 to be signed on its  behalf by the
undersigned, thereunto duly authorized.


                             MARRIOTT RESIDENCE INN
                             LIMITED PARTNERSHIP

                             By: RIBM ONE CORPORATION
                                 General Partner



October 27, 1998             By: /s/ Earla L. Stowe
                                 ------------------
                                 Earla L. Stowe
                                 Vice President and Chief Accounting Officer