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 30, 1999





                  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













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



<PAGE>



                                                              

ITEM 5.       OTHER EVENTS

On April 30,  1999,  the General  Partner  sent to the  Limited  Partners of the
Partnership a letter that  accompanied the  Partnership's  Annual Report on Form
10-K.  Such letters are being filed as exhibits to this  Current  Report on Form
8-K.


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

              (c)     Exhibits

              99.4    Letter from the General Partner to the Limited Partners of
                      the Partnership that accompanied the Partnership's  Annual
                      Report on Form 10-K for the Year Ended December 31, 1998.




<PAGE>


                                    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



  April 30, 1999          By:      /s/ Earla L. Stowe
                                   ------------------
                          Name:    Earla L. Stowe
                          Title:   Vice President and Chief Accounting Officer


<PAGE>


                             EXHIBIT INDEX


     Exhibit No.:    Description:
     99.4            Letter from the General  Partner to the Limited  Partners
                     of the Partnership  that  accompanied  the  Partnership's
                     Annual Report on Form 10-K for the Year  Ended  
                     December 31, 1999.





<PAGE>


                                                                Exhibit 99.4

                         TO THE LIMITED PARTNERS OF
                          COURTYARD BY MARRIOTT II
                             LIMITED PARTNERSHIP


Presented for your review is the 1998 Annual Report for Courtyard by Marriott II
Limited  Partnership  (the  "Partnership").  A discussion  of the  Partnership's
performance  and hotel  operations  is  included  in the Form 10-K,  Item 7, the
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  which is included  herein.  The estimate of 1999 tax  information is
included in this letter.  Finally,  the  Partnership's  Supplementary  Unaudited
Information is contained in Item 13 of the  Partnership's  10-K. As in the past,
we encourage you to review the information contained in this report.

Strategy for Liquidity

We  previously   reported  to  you  that  the  General   Partner  was  exploring
alternatives to provide  liquidity for the Partnership and to maximize the value
of your investment  including the possibility of combining the Partnership  with
several others that owned similar hotels to create a publicly  traded company in
the form of a real estate investment trust ("REIT").  Although, as we previously
reported, that plan proved to be impractical, we are continuing to explore other
options. While we can make no assurances as to the outcome of these efforts, the
General  Partner  continues to work with an investment bank that is acting as an
advisor in this regard.

At this time,  we do not have any  definitive  offers or proposals to share with
you although we will continue to explore  opportunities to provide liquidity for
the  Partnership  and  maximize  the  value of your  investment.  If a  suitable
transaction  arises we will keep you apprised of such developments  through both
quarterly updates and special correspondence.

Transfer and Sale of Limited Partnership Units

As you know, the Partnership Units are a non-traded security. In most cases, the
Partnership  Agreement does allow limited partners to transfer Partnership Units
to related parties. In addition, you may, under certain circumstances, sell your
Partnership Units to a third party; however, the General Partner must consent to
such  sale.  Please  note  there  are  certain  tax  and  legal  limitations  to
transferring  Partnership Units including significant tax effects resulting from
the sale of these  Units that may impact your  decision to sell.  In addition to
consulting with your advisors,  we recommend that limited  partners  contact the
General  Partner about such  limitations  before  entering into any agreement to
sell your Partnership Units.

If you do wish to request a transfer of your Partnership  Units,  please contact
our Transfer  Agent at  800-797-6812.  You will be supplied  with the  necessary
documents.  Please  note that the  General  Partner  does not charge any fee for
effecting a transfer.


<PAGE>


Cash Distributions

For 1998,  cash  distributions  to the limited  partners were $6,500 per limited
partner unit,  including the final distribution for 1998 of $1,500 made in April
1999. Since inception,  the Partnership  distributed $63,845 per limited partner
unit.

Based on the 1999 capital expenditure  budgets, the Partnership will be required
to fund  approximately  $15 million for past and current  owner  funded  capital
expenditure projects.  This requirement to fund is a result of past practices of
using the property  improvement fund for owner funded capital expenditures which
allowed the  Partnership  to distribute the cash which would have otherwise been
used to fund owner funded capital expenditures.

The  Partnership  reserved $7.8 million from 1998  operations and is planning to
reserve  an  additional   $7.2  million  from  1999  operations  to  fund  these
expenditures.   After   reserving   these  amounts,   we  anticipate  that  cash
distributions  for 1999  will be at least  equal to the  level of the 1998  cash
distributions. However, actual distributions may be higher or lower depending on
actual  Hotel   operating   results.   We  expect  to  make  interim  1999  cash
distributions in August and November 1999 and a year-end 1999 cash  distribution
in April 2000.

Partnership Debt

As previously  reported,  the  Partnership's  debt consists of a combination  of
commercial  mortgage  backed  securities  and senior  notes.  During  1998,  the
Partnership  repaid $14.3 million on the commercial  mortgage backed  securities
resulting in a balance of $371.2  million as of December  31,  1998.  The $127.4
million senior notes require no principal payments prior to maturity.

Hotel Operations

The combined  operations of the  Partnership's 70 Hotels improved in 1998 due to
increased demand in the lodging industry. In 1998, hotel revenues increased $9.2
million,  or 3.4%,  when compared to 1997 due to increased room  revenues.  Room
revenues  increased $10.1 million,  or 4.1%, in 1998 to $258.1 million primarily
due to a 4% increase in REVPAR,  or revenue per available  room. The chart below
summarizes REVPAR for the combined Partnership Hotels for the years 1996 through
1998 and the percentage increase from the prior year.

        1998                       1997                  1996
    ----------------          --------------         ------------
  REVPAR     % Increase      REVPAR   % Increase    REVPAR    % Increase
  ------     ----------      ------    ----------   ------    ----------
  $68.72         4%          $65.92       7%        $61.49         5%



<PAGE>


On a combined  basis,  REVPAR for 1998  increased 4% due to a 6% increase in the
combined average room rate to $86.99.  However,  the combined average  occupancy
for 1998 declined slightly from 80.3% to 79.0%. The increase in the average room
rate was  primarily due to aggressive  weekday  pricing,  combined with a strong
advertising  campaign  which  focused  on  leisure  travelers.  The  decline  in
occupancy  was  attributable  to  increased   competition  and  aggressive  rate
increases in some markets.

During 1998, the Courtyard chain continued to focus on communication  efforts in
USA Today  and  radio and  television  advertising.  Courtyards'  award  winning
television  commercials were seen on CNN, The Weather  Channel,  CNN Airport and
ESPN. In addition, Courtyard hotels participate in the Marriott Rewards Frequent
Travel  Program  which  offers  points to  program  members  when they stay at a
Courtyard Hotel. The points are redeemable for free hotel rooms at most Marriott
lodging products.

The moderately  priced lodging  segment remains highly  competitive,  reflecting
significant  influx of new  competition.  However,  Courtyard hotels continue to
command a premium  share of the more  competitive  markets.  To ensure  that the
Partnership's Hotels remain competitive,  $36.1 million in capital expenditures,
consisting primarily of room renovations,  were made to the Partnership's Hotels
in 1998. The rooms were renovated  with new carpets,  draperies,  wall coverings
and  bedspreads.  In addition,  the  Partnership  has scheduled an additional 15
hotels to be renovated in 1999. At the end of 1999,  63 of the 70  Partnership's
Hotels  will have  completed  a 10-year  rooms  renovation  which  includes  the
replacement of carpets, draperies, wall coverings and bedspreads.

Estimated 1999 Tax Information

Based on current  projections,  taxable  income  estimated  at  $12,725  will be
allocated  to each limited  partner  unit for the year ended  December 31, 1999.
This estimate will be updated in the third quarter 1999 report.

Conclusion

You will note that the name of the  General  Partner has changed to CBM Two LLC.
This  change  was  necessary  as a  part  of the  conversion  of  Host  Marriott
Corporation,  from a corporation to a real estate  investment trust. CBM Two LLC
is owned 1% by Host  Marriott,  L.P.  and 99% by a wholly  owned  subsidiary  of
Rockledge Hotel Properties, Inc. ("Rockledge"). Host Marriott Corporation is the
general partner of Host Marriott L.P. Host Marriott, L.P. receives approximately
99% of the economic  interest in Rockledge by virtue of its  ownership of 95% of
the non-voting common stock of Rockledge.




<PAGE>


You are  encouraged  to  review  this  report in its  entirety.  If you have any
further  questions  regarding  your  investment,  please  contact Host  Marriott
Partnership Investor Relations at the address or telephone number listed below.


                                                    Sincerely,

                                                    CBM TWO LLC
                                                    General Partner




                             Robert E. Parsons, Jr.
                                                    President


                                                    April 30, 1999


Host Marriott Corporation
Partnership Investor Relations
10400 Fernwood Road, Department 908
Bethesda, MD  20817-1109

Telephone: 301/380-2070
Monday through Friday
9am to 4pm, Eastern time

For transfer or re-registration information:

GEMISYS, INC.
Transfer Department
7103 South Revere Parkway
Englewood, CO  80112
Telephone:  800/797-6812
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 12193}]
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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 30, 1999

                  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 April 30,  1999,  the General  Partner  sent to the  Limited  Partners of the
Partnership a letter that  accompanied the  Partnership's  Annual Report on Form
10-K.  Such letters are being filed as exhibits to this  Current  Report on Form
8-K.

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

              (c)     Exhibits

              99.4    Letter from the General Partner to the Limited Partners of
                      the Partnership that accompanied the Partnership's  Annual
                      Report on Form 10-K for the Year Ended December 31, 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

  April 30, 1999          By:      /s/ Earla L. Stowe
                                   ------------------
                          Name:    Earla L. Stowe
                          Title:   Vice President and Chief Accounting Officer
EXHIBIT INDEX

     Exhibit No.:    Description:
     99.4            Letter from the General  Partner to the Limited  Partners
                     of the Partnership  that  accompanied  the  Partnership's
                     Annual Report on Form 10-K for the Year  Ended  
                     December 31, 1999.
Exhibit 99.4

                         TO THE LIMITED PARTNERS OF
                          COURTYARD BY MARRIOTT II
                             LIMITED PARTNERSHIP

Presented for your review is the 1998 Annual Report for Courtyard by Marriott II
Limited  Partnership  (the  "Partnership").  A discussion  of the  Partnership's
performance  and hotel  operations  is  included  in the Form 10-K,  Item 7, the
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  which is included  herein.  The estimate of 1999 tax  information is
included in this letter.  Finally,  the  Partnership's  Supplementary  Unaudited
Information is contained in Item 13 of the  Partnership's  10-K. As in the past,
we encourage you to review the information contained in this report.

Strategy for Liquidity

We  previously   reported  to  you  that  the  General   Partner  was  exploring
alternatives to provide  liquidity for the Partnership and to maximize the value
of your investment  including the possibility of combining the Partnership  with
several others that owned similar hotels to create a publicly  traded company in
the form of a real estate investment trust ("REIT").  Although, as we previously
reported, that plan proved to be impractical, we are continuing to explore other
options. While we can make no assurances as to the outcome of these efforts, the
General  Partner  continues to work with an investment bank that is acting as an
advisor in this regard.

At this time,  we do not have any  definitive  offers or proposals to share with
you although we will continue to explore  opportunities to provide liquidity for
the  Partnership  and  maximize  the  value of your  investment.  If a  suitable
transaction  arises we will keep you apprised of such developments  through both
quarterly updates and special correspondence.

Transfer and Sale of Limited Partnership Units

As you know, the Partnership Units are a non-traded security. In most cases, the
Partnership  Agreement does allow limited partners to transfer Partnership Units
to related parties. In addition, you may, under certain circumstances, sell your
Partnership Units to a third party; however, the General Partner must consent to
such  sale.  Please  note  there  are  certain  tax  and  legal  limitations  to
transferring  Partnership Units including significant tax effects resulting from
the sale of these  Units that may impact your  decision to sell.  In addition to
consulting with your advisors,  we recommend that limited  partners  contact the
General  Partner about such  limitations  before  entering into any agreement to
sell your Partnership Units.

If you do wish to request a transfer of your Partnership  Units,  please contact
our Transfer  Agent at  800-797-6812.  You will be supplied  with the  necessary
documents.  Please  note that the  General  Partner  does not charge any fee for
effecting a transfer.
Cash Distributions

For 1998,  cash  distributions  to the limited  partners were $6,500 per limited
partner unit,  including the final distribution for 1998 of $1,500 made in April
1999. Since inception,  the Partnership  distributed $63,845 per limited partner
unit.

Based on the 1999 capital expenditure  budgets, the Partnership will be required
to fund  approximately  $15 million for past and current  owner  funded  capital
expenditure projects.  This requirement to fund is a result of past practices of
using the property  improvement fund for owner funded capital expenditures which
allowed the  Partnership  to distribute the cash which would have otherwise been
used to fund owner funded capital expenditures.

The  Partnership  reserved $7.8 million from 1998  operations and is planning to
reserve  an  additional   $7.2  million  from  1999  operations  to  fund  these
expenditures.   After   reserving   these  amounts,   we  anticipate  that  cash
distributions  for 1999  will be at least  equal to the  level of the 1998  cash
distributions. However, actual distributions may be higher or lower depending on
actual  Hotel   operating   results.   We  expect  to  make  interim  1999  cash
distributions in August and November 1999 and a year-end 1999 cash  distribution
in April 2000.

Partnership Debt

As previously  reported,  the  Partnership's  debt consists of a combination  of
commercial  mortgage  backed  securities  and senior  notes.  During  1998,  the
Partnership  repaid $14.3 million on the commercial  mortgage backed  securities
resulting in a balance of $371.2  million as of December  31,  1998.  The $127.4
million senior notes require no principal payments prior to maturity.

Hotel Operations

The combined  operations of the  Partnership's 70 Hotels improved in 1998 due to
increased demand in the lodging industry. In 1998, hotel revenues increased $9.2
million,  or 3.4%,  when compared to 1997 due to increased room  revenues.  Room
revenues  increased $10.1 million,  or 4.1%, in 1998 to $258.1 million primarily
due to a 4% increase in REVPAR,  or revenue per available  room. The chart below
summarizes REVPAR for the combined Partnership Hotels for the years 1996 through
1998 and the percentage increase from the prior year.

        1998                       1997                  1996
    ----------------          --------------         ------------
  REVPAR     % Increase      REVPAR   % Increase    REVPAR    % Increase
  ------     ----------      ------    ----------   ------    ----------
  $68.72         4%          $65.92       7%        $61.49         5%
On a combined  basis,  REVPAR for 1998  increased 4% due to a 6% increase in the
combined average room rate to $86.99.  However,  the combined average  occupancy
for 1998 declined slightly from 80.3% to 79.0%. The increase in the average room
rate was  primarily due to aggressive  weekday  pricing,  combined with a strong
advertising  campaign  which  focused  on  leisure  travelers.  The  decline  in
occupancy  was  attributable  to  increased   competition  and  aggressive  rate
increases in some markets.

During 1998, the Courtyard chain continued to focus on communication  efforts in
USA Today  and  radio and  television  advertising.  Courtyards'  award  winning
television  commercials were seen on CNN, The Weather  Channel,  CNN Airport and
ESPN. In addition, Courtyard hotels participate in the Marriott Rewards Frequent
Travel  Program  which  offers  points to  program  members  when they stay at a
Courtyard Hotel. The points are redeemable for free hotel rooms at most Marriott
lodging products.

The moderately  priced lodging  segment remains highly  competitive,  reflecting
significant  influx of new  competition.  However,  Courtyard hotels continue to
command a premium  share of the more  competitive  markets.  To ensure  that the
Partnership's Hotels remain competitive,  $36.1 million in capital expenditures,
consisting primarily of room renovations,  were made to the Partnership's Hotels
in 1998. The rooms were renovated  with new carpets,  draperies,  wall coverings
and  bedspreads.  In addition,  the  Partnership  has scheduled an additional 15
hotels to be renovated in 1999. At the end of 1999,  63 of the 70  Partnership's
Hotels  will have  completed  a 10-year  rooms  renovation  which  includes  the
replacement of carpets, draperies, wall coverings and bedspreads.

Estimated 1999 Tax Information

Based on current  projections,  taxable  income  estimated  at  $12,725  will be
allocated  to each limited  partner  unit for the year ended  December 31, 1999.
This estimate will be updated in the third quarter 1999 report.

Conclusion

You will note that the name of the  General  Partner has changed to CBM Two LLC.
This  change  was  necessary  as a  part  of the  conversion  of  Host  Marriott
Corporation,  from a corporation to a real estate  investment trust. CBM Two LLC
is owned 1% by Host  Marriott,  L.P.  and 99% by a wholly  owned  subsidiary  of
Rockledge Hotel Properties, Inc. ("Rockledge"). Host Marriott Corporation is the
general partner of Host Marriott L.P. Host Marriott, L.P. receives approximately
99% of the economic  interest in Rockledge by virtue of its  ownership of 95% of
the non-voting common stock of Rockledge.
You are  encouraged  to  review  this  report in its  entirety.  If you have any
further  questions  regarding  your  investment,  please  contact Host  Marriott
Partnership Investor Relations at the address or telephone number listed below.

                                                    Sincerely,

                                                    CBM TWO LLC
                                                    General Partner

                             Robert E. Parsons, Jr.
                                                    President

                                                    April 30, 1999

Host Marriott Corporation
Partnership Investor Relations
10400 Fernwood Road, Department 908
Bethesda, MD  20817-1109

Telephone: 301/380-2070
Monday through Friday
9am to 4pm, Eastern time

For transfer or re-registration information:

GEMISYS, INC.
Transfer Department
7103 South Revere Parkway
Englewood, CO  80112
Telephone:  800/797-6812