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):  April 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       (I.R.S. Employer
incorporation or organization)         Number)           Identification No.)
 

          10400 Fernwood Road, Bethesda, Maryland             20817
- -----------------------------------------------------------------------------
          (Address of principal executive offices)          (Zip Code)



       Registrant's telephone number, including area code: (301) 380-9000


 

 
Item 5.   Other Events.

     The Partnership is one of six limited partnerships which is included in a
proposal to consolidate into an umbrella partnership real estate investment
trust, as described in the preliminary Prospectus/Consent Solicitation Statement
as filed with the Securities and Exchange Commission on Form S-4 (SEC File No.
333-42953).  On April 16, 1998, the General Partner sent the Limited Partners of
the Partnership a letter to update them on the status of the transaction.  Such
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 to Limited Partners of Courtyard By Marriott II Limited
          Partnership, dated April 16, 1998.

                                      -2-

 
                                   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 Corporation, its general partner


Date:  May 5, 1998                By:  /s/ Bruce F. Stemerman
                                      -------------------------
                                      Name:  Bruce F. Stemerman
                                      Title: President

                                      -3-

 
                                 EXHIBIT INDEX



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


99.1                                 Letter to Limited Partners of
                                     Courtyard By Marriott II Limited 
                                     Partnership, dated April 16, 1998.

                                      -4-

EX-99.1

 
                                                                    EXHIBIT 99.1
COURTYARD BY MARRIOTT II
LIMITED PARTNERSHIP_____________________________________________________________
                                 Department 908                    301/380-2070
                                 10400 Fernwood Road
                                 Bethesda, MD  20817-1109

April 16, 1998


          Re:  Courtyard By Marriott Limited Partnership
               Courtyard By Marriott II Limited Partnership
               Fairfield Inn By Marriott Limited Partnership
               Marriott Residence Inn Limited Partnership
               Marriott Residence Inn II Limited Partnership
               Marriott Residence Inn USA Limited Partnership


Dear Limited Partner:

Since the December filing of the preliminary Consent Solicitation/Prospectus
(the "S-4") with the Securities and Exchange Commission which proposed the
consolidation of six limited partnerships into a publicly traded real estate
investment trust ("REIT"), we have been working to resolve various open issues
concerning the proposed consolidation.

Not surprisingly, our announcement of the potential formation of the largest
hotel REIT focused on the moderate price and extended stay segments of the
marketplace generated interest from some existing REIT's who are active in these
segments.  As a result, since January 1998, we have had preliminary discussions
with some of these other companies.  Although no agreements have yet been
reached, we continue to pursue the possibility of a potential transaction
involving the partnerships' assets or a merger of the partnerships with an
existing publicly traded company.

The General Partner has retained Merrill Lynch to advise the partnerships with
respect to the partnerships' strategic alternatives, including the original
consolidation plan and other available alternatives.  Over the next sixty days,
we intend to continue to explore these alternatives and determine which path to
pursue, obviously subject to appropriate partner approval.

Please contact our Partnership Investor Relations Department at (301) 380-2070,
if you have additional questions.

Sincerely,

/s/ Bruce F. Stemerman

Bruce F. Stemerman
President