8-K

                      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): January 26, 2001
                                                        ----------------

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

          Delaware                        0-16728             52-1533559
          --------                        -------             ----------
(State or Other Jurisdiction         (Commission File      (IRS Employer
of Incorporation or Organization)         Number)           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
                                                           --------------

         _____________________________________________________________
         (Former Name or Former Address, if Changed Since Last Report)
                         ____________________________


Item 5.   Other Events.

          Reference is made to the Tender Offer Statement on Schedule TO,
including the exhibits thereto, filed with the Securities and Exchange
Commission on May 11, 2000, as amended (as so amended, the "Schedule TO")
relating to an offer by CBM II Holdings LLC, a Delaware limited liability
company and an indirect, wholly owned subsidiary of CBM Joint Venture LLC ("CBM
Joint Venture"), a Delaware limited liability company that is a joint venture
among Marriott International, Inc. (through a wholly owned indirect subsidiary),
Host Marriott, L.P. and Rockledge Hotel Properties, Inc. (through wholly owned
subsidiaries), to purchase all outstanding units of limited partnership interest
of the registrant (other than units owned by its general partner).

          The registrant believes that the acquisition by CBM Joint Venture of a
100% beneficial interest in the registrant and a 100% beneficial interest in the
general partner of the registrant, as described in the Schedule TO, resulted in
a "Change of Control" within the meaning of the Indenture (the "Indenture"),
dated as of January 24, 1996, among the registrant, Courtyard II Finance
Company, as joint and several obligors, and The Bank of New York (successor to
IBJ Schroder Bank & Trust Company), as trustee, governing the 10 3/4% Series B
Senior Secured Notes due 2008 (the "Notes").

          As a result, pursuant to the terms of the Indenture, CBM Joint Venture
commenced a tender offer for the Notes at a purchase price equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon to
the date of purchase. The tender offer was commenced on December 22, 2000 and
expired on January 23, 2001. Notes in the aggregate amount of approximately
$11.6 million were tendered, representing approximately 9% of the outstanding
Notes.  On January 26, 2001, CBM Joint Venture purchased, by accepting for
payment, all of the Notes so tendered.



Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          (c) Exhibits.

          99.1 Press Release dated January 26, 2001.


                                  SIGNATURES

          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 LLC
                                    Its General Partner


Date:  January 31, 2001         By:   /s/ Mathew Whelan
                                    -------------------------
                                    Name:   Mathew Whelan
                                    Title:  Vice President


                                 EXHIBIT INDEX
                                 -------------


Exhibit No.   Description
- -----------   -----------

99.1          Press Release dated January 26, 2001.

EX-99.1

                                                                    Exhibit 99.1


CONTACT:       Greg Larson
               301/380-2076
               Host Marriott Corporation

               Tom Marder
               301/380-2553
               Marriott International, Inc.



CBM JOINT VENTURE CONSUMMATES CHANGE OF CONTROL OFFER FOR NOTES OF COURTYARD BY
MARRIOTT II LIMITED PARTNERSHIP WITH ONLY $11.6 MILLION TENDERED

WASHINGTON, D.C. - January 26, 2001 - CBM Joint Venture LLC, a joint venture
among Marriott International, Inc. (NYSE:MAR), Rockledge Hotel Properties, Inc.
and Host Marriott, L.P. announced today that it consummated its tender offer for
the 10 3/4% Series B Senior Secured Notes due 2008 (the "Notes") of Courtyard by
Marriott II Limited Partnership and Courtyard II Finance Company (the
"Issuers"), at a purchase price equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest up to and including the date of
purchase.  Notes in the aggregate amount of approximately $11.6 million were
tendered, representing approximately 9% of the outstanding Notes.

CBM Joint Venture made the offer in satisfaction of the obligation of the
Issuers under the Indenture pursuant to which the Notes were issued.   The
acquisition by CBM Joint Venture of a 100% beneficial interest in the general
partner of Courtyard by Marriott II Limited Partnership and a 100% beneficial
interest in Courtyard by Marriott II Limited Partnership on December 8, 2000 may
have constituted a "Change of Control" under the Indenture requiring the offer
to be made.


                    -------------------------------------

MARRIOTT INTERNATIONAL, INC. (NYSE:MAR) is a leading worldwide hospitality
company with over 2,000 operating units in the United States and 58 other
countries and territories. The company is headquartered in Washington, D.C., and
has approximately 151,000 employees.

ROCKLEDGE HOTEL PROPERTIES INC. is a Delaware corporation formed in connection
with Host Marriott Corporation's (NYSE: HMT) reorganization of its business
operations to qualify as a "real estate investment trust," or REIT, for federal
income tax purposes.

HOST MARRIOTT CORPORATION (NYSE: HMT) is a lodging real estate company which
owns 122 upscale and luxury full-service hotel properties primarily operated
under Marriott, Ritz-Carlton, Four Seasons, Hyatt, Hilton and Swissotel brand
names. Host Marriott, L.P. is the operating partnership of Host Marriott
Corporation.