Securities and Exchange Commission

                             Washington, D.C. 20549

                                    Form 8-K


                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): October 9, 1998





                    COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
                    -----------------------------------------
             (Exact name of registrant as specified in its charter)



     Delaware                      0-15736                  52-1468081       
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission File No.)     (I.R.S. Employer
 of incorporation or                                        Identification No.)
 organization)




10400  Fernwood  Road,  Bethesda,   MD                 20817-1109  
- --------------------------------------------------------------------------------
(Address  of  principal                                (Zip Code)
executive office) 
 

     Registrant's telephone number, including area code: 301-380-2070


                                                          
ITEM 5.   OTHER EVENTS

     On October 1, 1998, the General Partner sent to the Limited Partners of the
Partnership  a letter to inform them 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.
Such a letter is being filed as an exhibit to this Current Report on Form 8-K.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c)     Exhibits

     99.1     Letter from the General Partner to the Limited Partners of the
              Partnership, dated October 1, 1998.





                                   SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.


                                         COURTYARD BY MARRIOTT
                                         LIMITED PARTNERSHIP

                                         By:    CBM ONE CORPORATION
                                                General Partner



         October 9, 1998                 By:    /s/ Earla L. Stowe
                                                Name:   Earla L. Stowe
                                                Title:  Vice President and 
                                                        Chief Accounting Officer




                                  EXHIBIT INDEX

EXHIBIT  NO.:            DESCRIPTION:  
- -------  ----            ------------  
99.1                     Letter  from the  General  Partner to the
                         Limited Partners of the Partnership, dated 
                         October 1, 1998


                                                                EXHIBIT 99.1




October 1, 1998




Dear Limited Partner:

     The General Partner previously  advised you that it is reviewing  strategic
alternatives that could result in increased  liquidity for Limited Partners.  In
December 1997, we reported that Host Marriott Corporation (Host), on behalf of
the  General  Partner,  filed  a  preliminary  Prospectus/Consent   Solicitation
Statement with the Security  Exchange  Commission.  This statement  proposed the
consolidation (the  Consolidation)  of this Partnership and five other limited
partnerships  into a publicly  traded real  estate  investment  trust  ("REIT").
Subsequently,  we reported to you that there were  existing  REITs active in the
moderate price and extended-stay hotel segment that had expressed an interest in
acquiring some of the hotels owned by the six limited partnerships.  The General
Partner retained Merrill Lynch to advise the Partnerships  with respect to these
alternatives.

     You may also be  aware  that  although  the  hotel  industry  is  generally
continuing to report improving operating results, stock prices for the companies
that own hotels,  including  REITs,  have been on a downward slide.  There are a
number of reasons given by the industry's  analysts for this development ranging
from  increased  supply in certain  segments of the market to the global  market
trends influencing the US securities  markets.  The effect of these developments
is that many of the traditional  purchasers of hotels such as those owned by the
Partnership are restricted in their ability to raise capital to purchase hotels.
Although over the past months we have reviewed  various  alternatives,  to date,
there  have been no  acceptable  offers  from  third  parties  to  purchase  the
Partnership's hotels.

     These  same  market   conditions  have  adversely   affected  the  proposed
Consolidation  that would form a new REIT focused on limited service hotels. The
original  Consolidation  plan included an initial public  offering of the REIT's
common  shares.  We have 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,  we are not pursuing
the plan to form a new REIT.

     Based on current  market  conditions,  we are not  optimistic  that we will
identify an  acceptable  offer to  purchase  the hotels in the near  future.  As
market  conditions  change,  we will  reevaluate  our strategy as we continue to
explore alternatives to provide liquidity for the Partnership.

     The General  Partner  will  continue to work to maximize  the value of your
investment.  The Third  Quarter  Report  for the  Partnership  will be mailed in
November.  It will  include  an  update  of  Partnership  operations  as well as
estimates  for  the  remaining  1998  cash  distributions  and  tax  loss/income
allocations.


     If you have any questions  regarding the  information in this letter or any
other aspect of your investment,  please contact Partnership  Investor Relations
at 301/380-2070.

Sincerely yours,

CBM ONE CORPORATION
General Partner

/s/ Bruce F. Stemerman

Bruce F. Stemerman
President