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): June 23, 2000

                  MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP

            (Exact name of registrant as specified in its charter)



           Delaware                     033-24935                52-1605434
-------------------------------  ------------------------  ---------------------
(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

================================================================================



<PAGE>
ITEM 5.       OTHER EVENTS

              On  June 23, 2000, the Limited  Partners of  the Partnership  were
              sent a  Notice of Pendency  and Settlement of Class and Derivative
              Action.  Such notice is being filed as an exhibit to this  Current
              Report on Form 8-K.  The notice references a Settlement  Agreement
              document  dated  March 9,  2000.  Such agreement 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

              20.1    Notice of Pendency and  Settlement of Class and Derivative
                      Action  sent to the  Limited  Partners of the Partnership.

              20.2    Settlement Agreement



<PAGE>


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this Form 8-K to be  signed  on its  behalf by the
undersigned, hereunto duly authorized, on this 21st day of July, 2000.

                                                  MARRIOTT RESIDENCE INN II
                                                  LIMITED PARTNERSHIP

                                                  By:    RIBM TWO LLC
                                                         General Partner

July 21, 2000                                     By:    /s/ Matthew Whelan
                                                         ------------------
                                                         Name:    Matthew Whelan
                                                         Title:   Vice President


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                Description

20.1                       Notice  of  Pendency  and  Settlement  of  Class  and
                           Derivative Action sent to the Limited Partners of the
                           Partnership.

20.2                       Settlement Agreement
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3217}]
{"company-data": {"conformed-name": "MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP", "cik": "0000841283", "assigned-sic": "7011", "irs-number": "521605434", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-24935", "film-number": "676513"}, "business-address": {"street1": "10400 FERNWOOD RD", "city": "BETHESDA", "state": "MD", "zip": "20817-1109", "phone": "3013802070"}, "mail-address": {"street1": "10400 FERNWOOD ROAD", "street2": "DEPT. 908", "city": "BETHESDA", "state": "MD", "zip": "20817-1109"}}
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): June 23, 2000

                  MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP

            (Exact name of registrant as specified in its charter)

           Delaware                     033-24935                52-1605434
-------------------------------  ------------------------  ---------------------
(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  June 23, 2000, the Limited  Partners of  the Partnership  were
              sent a  Notice of Pendency  and Settlement of Class and Derivative
              Action.  Such notice is being filed as an exhibit to this  Current
              Report on Form 8-K.  The notice references a Settlement  Agreement
              document  dated  March 9,  2000.  Such agreement 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

              20.1    Notice of Pendency and  Settlement of Class and Derivative
                      Action  sent to the  Limited  Partners of the Partnership.

              20.2    Settlement Agreement
SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this Form 8-K to be  signed  on its  behalf by the
undersigned, hereunto duly authorized, on this 21st day of July, 2000.

                                                  MARRIOTT RESIDENCE INN II
                                                  LIMITED PARTNERSHIP

                                                  By:    RIBM TWO LLC
                                                         General Partner

July 21, 2000                                     By:    /s/ Matthew Whelan
                                                         ------------------
                                                         Name:    Matthew Whelan
                                                         Title:   Vice President
EXHIBIT INDEX

Exhibit No.                Description

20.1                       Notice  of  Pendency  and  Settlement  of  Class  and
                           Derivative Action sent to the Limited Partners of the
                           Partnership.

20.2                       Settlement Agreement