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 16, 1998





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



          Delaware                    0-16728                  52-1533559
 -------------------------         ----------------------   --------------    
 State or other jurisdiction of   (Commission File Number)   (I.R.S.Employer
  incorporation or organization)                             Identification No.)



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


     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 II
                                    LIMITED PARTNERSHIP

                                    By:    CBM TWO CORPORATION
                                           General Partner



         October 16, 1998           By:      /s/ Bruce F. Stemerman
                                             ----------------------
                                             Name:    Bruce F. Stemerman
                                             Title:   President





                                    EXHIBIT INDEX

   Exhibit No.:                          Description:
   ------------                          ------------
   99.1                                  Letter from the GeneralPartner to the
                                         Limited Partners of Courtyard by  
                                         Marriott II Limited 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  SEC.  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  (IPO) 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 long term 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 TWO CORPORATION
General Partner




Bruce F. Stemerman
President