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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 10, 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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<PAGE>

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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 Thirty-Six Weeks Ended
                    September 10, 1999 and September 11, 1998 (Unaudited)............................................1

                Condensed Balance Sheet
                  September 10, 1999 (Unaudited) and December 31, 1998...............................................2

                Condensed Statement of Cash Flows
                  Thirty-Six Weeks ended September 10, 1999
                    and September 11, 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                 Thirty-Six Weeks Ended
                                                       September 10,    September 11,       September 10,     September 11,
                                                           1999             1998                1999              1998
                                                     ----------------  ---------------    ----------------  ---------------
REVENUES
   Inn revenues
     Suites..........................................$         16,086  $        16,095    $         45,273  $        44,965
     Other...........................................             765              715               2,169            2,103
                                                     ----------------  ---------------    ----------------  ---------------

      Total Inn revenues.............................          16,851           16,810              47,442           47,068
                                                     ----------------  ---------------    ----------------  ---------------

OPERATING COSTS AND EXPENSES
   Inn property-level costs and expenses
     Suites..........................................           3,360            3,333               9,721            9,300
     Other department costs and expenses.............             391              343               1,140              985
     Selling, administrative and other...............           3,742            4,062              11,216           11,728
                                                     ----------------  ---------------    ----------------  ---------------
      Total Inn property-level costs and expenses....           7,493            7,738              22,077           22,013
   Depreciation......................................           1,580            1,173               4,247            3,607
   Incentive management fee..........................             456              987               2,678            2,680
   Residence Inn system fee..........................             644              644               1,811            1,799
   Property taxes....................................             438              534               1,510            1,550
   Base management fee...............................             337              336                 949              941
   Equipment rent and other..........................             231              220                 590              786
                                                     ----------------  ---------------    ----------------  ---------------
                                                               11,179           11,632              33,862           33,376
                                                     ----------------  ---------------    ----------------  ---------------

OPERATING PROFIT.....................................           5,672            5,178              13,580           13,692
   Interest expense..................................          (2,581)          (2,807)             (7,935)          (8,641)
   Interest income...................................              68               80                 152              191
                                                     ----------------  ---------------    ----------------  ---------------

NET INCOME...........................................$          3,159  $         2,451    $          5,797  $         5,242
                                                     ================  ===============    ================  ===============

ALLOCATION OF NET INCOME
   General Partner...................................$             32  $            24    $             58  $            52
   Limited Partners..................................           3,127            2,427               5,739            5,190
                                                     ----------------  ---------------    ----------------  ---------------
                                                     $          3,159  $         2,451    $          5,797  $         5,242
                                                     ================  ===============    ================  ===============
NET INCOME PER LIMITED PARTNER
   UNIT (65,600 Units)...............................$             47  $            37    $             87  $            79
                                                     ================  ===============    ================  ===============
</TABLE>
                  See Notes to Condensed Financial Statements.

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


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


                                                                                          September 10,        December 31,
                                                                                              1999                 1998
                                                                                          (Unaudited)
                                     ASSETS                                             ----------------    ---------------

Property and equipment, net.............................................................$        138,674    $       140,283
Due from Residence Inn by Marriott, Inc.................................................           2,722              2,041
Deferred financing costs, net of accumulated amortization...............................           1,452              1,779
Property improvement fund...............................................................           2,694                223
Cash and cash equivalents...............................................................           6,073              4,027
                                                                                        ----------------    ---------------

                                                                                        $        151,615    $       148,353
                                                                                        ================    ===============


                                             LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES
   Mortgage debt........................................................................$        106,846    $       110,084
   Incentive management fees due to Residence Inn by Marriott, Inc......................          28,377             27,029
   Accounts payable and accrued expenses................................................             461              1,106
                                                                                        ----------------    ---------------

       Total Liabilities................................................................         135,684            138,219
                                                                                        ----------------    ---------------

PARTNERS' CAPITAL
   General Partner......................................................................             236                178
   Limited Partners.....................................................................          15,695              9,956
                                                                                        ----------------    ---------------

       Total Partners' Capital..........................................................          15,931             10,134
                                                                                        ----------------    ---------------

                                                                                        $        151,615    $       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>


                                                                                             Thirty-Six Weeks Ended
                                                                                       September 10,         September 11,
                                                                                           1999                  1998
OPERATING ACTIVITIES                                                                -----------------     -----------------
   Net income.......................................................................$           5,797     $           5,242
   Noncash items....................................................................            5,922                 5,706
   Change in operating accounts.....................................................           (1,326)               (1,932)
                                                                                    -----------------     -----------------
       Cash provided by operating activities........................................           10,393                 9,016
                                                                                    -----------------     -----------------
INVESTING ACTIVITIES
   Additions to property and equipment..............................................           (2,638)               (2,053)
   Change in property improvement fund..............................................           (2,471)                 (890)
                                                                                    -----------------     -----------------
       Cash used in investing activities............................................           (5,109)               (2,943)
                                                                                    -----------------     -----------------
FINANCING ACTIVITIES
   Repayment on mortgage debt.......................................................           (3,238)               (2,515)
   Capital distributions to partners................................................                -                (3,313)
                                                                                    -----------------     -----------------
       Cash used in financing activities............................................           (3,238)               (5,828)
                                                                                    -----------------     -----------------
INCREASE IN CASH AND CASH EQUIVALENTS...............................................            2,046                   245
CASH AND CASH EQUIVALENTS at beginning of period....................................            4,027                 5,650
                                                                                    -----------------     -----------------
CASH AND CASH EQUIVALENTS at end of period..........................................$           6,073     $           5,895
                                                                                    =================     =================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for mortgage interest..................................................$           8,235     $           8,958
                                                                                    =================     =================

</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 September 10, 1999, the results
of operations for the twelve and thirty-six  weeks ended  September 10, 1999 and
September 11, 1998 and the cash flows for the thirty-six  weeks ended  September
10, 1999 and September 11, 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.

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 thirty-six  weeks ended  September 10, 1999 and September 11, 1998 increased
both revenues and  operating  expenses by  approximately  $7.5 million and $22.1
million and $7.7 million and $22.0 million,  respectively,  and had no impact on
operating profit or net income.

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


FORWARD-LOOKING STATEMENTS

     Certain matters discussed herein are forward-looking  statements.  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

     Revenues.  Revenues for the twelve weeks ended September 10, 1999 were flat
compared to the same period in 1998.  Suite  revenues  remained  steady at $16.1
million  for the  period due to the fact that Inn  revenue  per  available  room
("REVPAR")  remained  steady at $90.  REVPAR  represents the  combination of the
combined  average  daily  suite rate  charged  and the  combined  average  daily
occupancy achieved.  The combined average daily suite rate for the third quarter
1999 was $103,  compared to $100 for the same period in 1998,  representing a 3%
increase.  Combined  average  daily  occupancy  was 87% during the third quarter
1999,  compared to 90% during the third quarter 1998, a three  percentage  point
decrease.

     Partnership revenues increased $374,000,  or 0.8%, to $47.4 million for the
thirty-six  weeks ended  September 10, 1999.  This slight  increase was achieved
primarily  through a 1.7% increase in the combined average daily suite rate from
$97 for year-to-date  1998 to $99 for the same period in 1999.  However,  REVPAR
remained stable at $84 because the combined  average daily  occupancy  decreased
one percentage point to 85% during the same time period.

     Operating  Costs  and  Expenses.  Operating  costs and  expenses  decreased
$453,000, or 4%, to $11.2 million for the twelve weeks ended September 10, 1999.
The  decrease  was  due  primarily  to the  $531,000,  or 54%,  decrease  in the
incentive  management  fee  ("IMF")  and  the  $320,000,   or  8%,  decrease  in
property-level selling, administrative,  and other expenses, partially offset by
the  $407,000,  or 35%,  increase  in  depreciation  expense.  The IMF earned by
Residence  Inn  by  Marriott,  Inc.  (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  and as 20% of  Operating  Profit
whenever  Operating  Profit  equals or exceeds  $23.5  million.  During  interim
reporting  periods,  the  percentage  used to  calculate  IMF,  15% or  20%,  is
determined  based on whether or not full year  Operating  Profit is  expected to
fall  short of, or  exceed,  $23.5  million.  The IMF was  calculated  as 15% of
Operating Profit for the first three quarters of 1998. IMF was calculated as 20%
of  Operating  Profit  for the  first  two  quarters  of  1999  based  upon  the
expectation at June 18, 1999, that full-year Operating Profit would exceed $23.5
million.  However,  as of September 10, 1999, the  expectation is that full year
1999  Operating  Profit  will  fall  below  $23.5  million.  Therefore,  the IMF
calculation  has  been  adjusted  back  to  15%  of  Operating  Profit  for  the
year-to-date,  resulting  in a  third  quarter  adjustment  of  $555,000  to IMF
expensed   for  the  first  two  quarters  of  1999.   Property-level   selling,
administrative and other costs for the third quarter
<PAGE>
decreased primarily because of a 6% decrease in property-level  general and
administrative  expenses.  The increase in  depreciation  expense was due to the
$6.3 million growth in the average  depreciable fixed assets balance between the
first three  quarters of 1998 and 1999.  As a percentage  of Inn  revenues,  Inn
operating  costs and expenses were 66% and 69% of revenues for the third quarter
1999 and 1998, respectively.

     Operating  costs and expenses for the thirty-six  weeks ended September 10,
1999  increased  $486,000,  or 1.5%,  to $33.9  million.  The  increase  was due
primarily  to the  $640,000,  or 17.7%,  increase in  depreciation  expense as a
result of the higher average  depreciable  fixed assets balance in 1999 compared
to 1998.  Property-level  costs and expenses remained relatively stable.  Suites
expense  increased  $421,000,  or 5%,  primarily as a result of a 4% increase in
wage and  benefits  costs.  This  increase  was offset by the  $512,000,  or 4%,
decrease in property-level  selling,  administrative and other costs as a result
of a 6% decrease in property-level  general and  administrative  expenses.  As a
percentage  of Inn  revenues,  Inn  operating  costs  and  expenses  were 71% of
revenues for the first three quarters of 1999 and 1998.

     Operating  Profit.  As a result of the  changes in revenues  and  operating
costs and expenses discussed above, operating profit increased $494,000, or 10%,
to $5.7  million,  or 34% of revenues for the twelve weeks ended  September  10,
1999 compared to $5.2  million,  or 31% of revenues for the same period in 1998.
In addition,  operating profit for the year-to-date decreased $112,000, or 0.8%,
to $13.6 million from $13.7  million.  Operating  profit was 29% of revenues for
the first three quarters of 1999 and 1998.

     Interest  Expense.  For the  quarter  and  year-to-date,  interest  expense
decreased $226,000 and $706,000 respectively, both 8% declines, due to principal
amortization on the Partnership's mortgage debt.

     Net Income.  As a result of the items discussed  above,  net income for the
quarter  increased  $708,000,  or 29%,  to  $3.2  million,  or 19% of  revenues.
Year-to-date net income increased  $555,000,  or 11%, to $5.8 million, or 12% 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.

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 partners.

     Cash provided by operating activities was $10.4 million for the first three
quarters 1999 compared to $9.0 million for the first three  quarters  1998.  The
$1.4 million  increase  was due to the $872,000  payment in full of the deferred
base  management fees due to the Manager during the first three quarters of 1998
that did not recur in 1999, and a $555,000  increase in net income,  as a result
of the items discussed in Results of Operations.
<PAGE>
     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 $5.1 million and
$2.9  million  for the first  three  quarters  of 1999 and  1998,  respectively.
Contributions  to the  property  improvement  fund  were $4.2  million  and $2.4
million for the first three quarters 1999 and 1998, respectively,  while capital
expenditures were $2.6 million and $2.1 million, respectively, during these same
periods.  The $1.8 million  increase in contributions is due to the $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.  Capital
expenditures  year-to-date  in 1999  and 1998  include  $904,000  and  $536,000,
respectively,  paid from the  Partnership's  operating  cash  account  for owner
funded projects.

     The Partnership's cash used in financing  activities  primarily consists of
the repayment of mortgage debt and capital distributions to partners.  Cash used
in  financing  activities  was $3.2 million and $5.8 million for the first three
quarters 1999 and 1998,  respectively.  Year to date 1999, the principal portion
of fixed payments on the mortgage debt increased  $723,000  compared to the same
period in 1998 due to decreased  interest  costs as a result of the $9.2 million
reduction in the average debt principal balance.  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 three quarters of 1999.

Strategy for Liquidity
     During 1999, the General Partner has worked with a major investment banking
firm to  explore  alternatives  to provide  liquidity  for the  partners  in the
Partnership  while securing the highest possible value for the limited partners.
More than 70 prospective  purchasers  were contacted and  Partnership  financial
information was made available to a number of them for their review and analysis
on a confidential  basis.  It is the General  Partner's  opinion that the offers
received do not reflect the full value of the Inns.  The  inability to obtain an
acceptable  offer at this time is a result of slow revenue  growth this year and
an expectation of moderate or low profit growth in the near future, as well as a
general  over-supply in the Partnership's  lodging markets and a shift of equity
and debt capital out of the lodging sector. Some industry analysts indicate that
new construction  starts in the limited service segment have peaked.  If this is
the case,  the  market  should  see a trend  toward  supply  and  demand  growth
equilibrium.  The rate of general economic growth as well as changes in specific
market conditions will be additional variables affecting this trend. The General
Partner continues to evaluate  alternatives for liquidity.  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 its hotel properties.  Host Marriott's
efforts to
<PAGE>
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 it and 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  the
Partnership's 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 in lieu of costs for its centralized  systems related
to system  projects that otherwise  would have been pursued and  therefore,  the
overall  level of  centralized  systems  charges  allocated to the Inns will not
materially  increase  as a  result  of the  Year  2000  compliance  effort.  The
Partnership 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.

     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
<PAGE>
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  documentation  and
quantified results,  weighted for System Criticality.  As of September 10, 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 percent complete.  Compliance
Validation had been  completed for over 90 percent of key systems,  with most of
the  remaining  work  in  its  final  stage.  For  BIS  and  Building   Systems,
Remediation/Replacement  is  over 95  percent  complete.  For  BIS,  Testing  is
approximately  80 percent  complete and  Compliance  Validation  is in progress.
Testing is over 95% complete for Building  Systems and Compliance  Validation is
in progress.  Implementation  is  approximately  85 percent complete and Quality
Assurance is 80 percent complete for IT Applications. For BIS, Implementation is
approximately  85 percent  complete  while  Quality  Assurance  is in  progress.
Implementation  is over 95 percent complete and Quality Assurance is 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  services,  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
guidance 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.

     Risks.  There  can be no  assurances  that Year  2000  remediation  by Host
Marriott 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:
<PAGE>
whether  significant  third  parties  properly and timely  address the Year 2000
issue and whether  broad-based  or systemic  economic  failures  may occur.  The
Partnership  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 problem 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 September 10, 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,  Host DSM Limited
Partnership  (formerly known as Desert Springs Marriott Limited Partnership) and
Atlanta II Limited  Partnership  (formerly  known as  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 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  answers 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 plaintiffs' 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
<PAGE>
involved  in the  above-referenced  Haas  lawsuit,  Case  No.  98-CI-04092.  The
Courtyard II class action case is  presently  scheduled  for trial on January 3,
2000. In March of this year, Palm Investors and Equity Resources, assignees of a
number of limited  partnership  units  acquired  through  various tender offers,
filed  petitions  to  intervene  in the Haas case with respect to their units of
Courtyard by Marriott Limited Partnership  ("Courtyard I"). In response to these
efforts,  two of the  limited  partners  of  Courtyard  I filed  a class  action
petition in  intervention  seeking to convert  that  portion of the Haas lawsuit
relating to  Courtyard I into a class  action.  The court  denied this motion on
April 29, 1999.  Although only four of the Six  Partnerships  have been named as
nominal defendants in the lawsuit,  the partnership  agreements  relating to all
Six  Partnerships   include  an  indemnity  provision  which  requires  the  Six
Partnerships,  under certain  circumstances,  to indemnify the general  partners
against losses, judgments, expenses, and fees.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                    a. Exhibits: None.

                    b.  Reports  on Form  8-K:  A form  8-K was  filed  with the
                    Securities  and Exchange  Commission  on September 21, 1999.
                    This  filing,  Item 5 -  Other  Events,  discloses  that  on
                    September  15, 1999 the General  Partner sent to the limited
                    partners of the  Partnership a letter that  accompanied  the
                    Partnership's  Quarterly  Report on Form  10-Q.  The  letter
                    disclosed the quarterly  activities of the  Partnership  and
                    informed the limited  partners  that  Partnership  financial
                    information was made available to prospective purchasers for
                    their review and analysis. 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 LLC
                                                  General Partner



October 25, 1999                         By: /s/ Earla L. Stowe
                                         Earla L. Stowe
                                         Vice President