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 11, 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
















<PAGE>











                                                         

ITEM 5.       OTHER EVENTS

On June 11, 1998,  September 16, 1998 and December 10, 1998, the General Partner
sent to the Limited  Partners of the  Partnership a letter that  accompanied the
Partnership's  Quarterly  Reports on Form 10-Q.  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

               99.1   Letter from the  General  Partner  to the Limited Partners
                      of the Partnership  that  accompanied the  Partnership's  
                      Quarterly Report on Form 10-Q for the Quarter Ended 
                      March 27, 1998.

              99.2    Letter from the General Partner to the Limited Partners of
                      the  Partnership   that   accompanied  the   Partnership's
                      Quarterly  Report on Form 10-Q for the Quarter  Ended June
                      19, 1998.

              99.3    Letter from the General Partner to the Limited Partners of
                      the  Partnership   that   accompanied  the   Partnership's
                      Quarterly  Report  on  Form  10-Q  for the  Quarter  Ended
                      September 11, 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



         December 11, 1998     By:      /s/ Earla L. Stowe
                                        ------------------
                                        Name:    Earla L. Stowe
                                        Title:   Vice President and 
                                                  Chief Accounting Officer


<PAGE>


                                     EXHIBIT INDEX


              Exhibit No.:           Description:
              -----------            ------------
              99.1                   Letter from the General Partner to the
                                     Limited Partners of the Partnership that   
                                     accompanied the Partnership's Quarterly
                                     Report on Form 10-Q for the Quarter Ended
                                     March 27, 1998.                            
                                                                 

              99.2                   Letter from the General Partner to the 
                                     Limited  Partners of the Partnership that 
                                     accompanied  the  Partnership's Quarterly 
                                     Report on Form 10-Q for the Quarter Ended 
                                     June 19, 1998.                             

              99.3                   Letter from the General Partner to the 
                                     Limited Partners of the Partnership that
                                     accompanied the Partnership's Quarterly 
                                     Report on Form 10-Q for the Quarter Ended
                                     September 11, 1998.               
                                                            
                                                                  









<PAGE>


                                                                  Exhibit 99.1

================================================================================
                            COURTYARD BY MARRIOTT II
                               LIMITED PARTNERSHIP
================================================================================
                               

                          1998 First Quarter Report
                     Limited Partner Quarterly Update


Presented  for your  review is the first  quarter  1998  10-Q for  Courtyard  by
Marriott II Limited  Partnership.  As mentioned in the 1997 Annual  Report,  the
Partnership  files a Form  10-Q  with the  Securities  and  Exchange  Commission
("SEC") each quarter.  The first quarter 1998 Form 10-Q immediately follows this
letter  and  replaces  the  quarterly  report  format  previously  used  by  the
Partnership.   The  information   presented  is  essentially  the  same  as  the
information  given in prior years with certain  additional items required by the
rules of the SEC. As in the past,  we  encourage  you to review the  information
contained  in this  report,  especially  Item  2,  Management's  Discussion  and
Analysis  of  Financial  Condition  and Results of  Operations.  If you have any
further  questions  regarding  your  investment,  please  contact Host  Marriott
Partnership Investor Relations at (301) 380-2070.

Potential Transaction

In December 1997,  Host Marriott  Corporation on behalf of the General  Partner,
CBM  Two  Corporation,  filed  a  preliminary  Prospectus/Consent   Solicitation
Statement (the "S-4") with the Securities and Exchange Commission which proposed
the  consolidation  (the  "Consolidation")  of this  Partnership  and five other
limited  partnerships  into a  publicly  traded  real  estate  investment  trust
("REIT").  The General  Partner has been working to resolve  various open issues
concerning the proposed Consolidation.

In addition,  there are existing  REIT's which are active in the moderate  price
and  extended  stay hotel  segment  that have  expressed  an interest in the six
limited  partnerships.  Therefore,  the  General  Partner  has  had  preliminary
discussions with some of these  companies.  Although no agreements have yet been
reached,  the General Partner continues to pursue the possibility of a potential
transaction  involving the  Partnership's  assets or a merger of the Partnership
with an existing publicly traded company.

The General Partner has retained  Merrill Lynch to advise the  Partnership  with
respect to the  Partnership's  strategic  alternatives,  including  the original
Consolidation plan and other available alternatives. The General Partner intends
to continue to explore these  alternatives  and determine  which path to pursue,
obviously subject to appropriate partner approval.

Cash Distributions

On April 15, 1998,  the  Partnership  made the final 1997 cash  distribution  of
$1,900 per limited  partner unit bringing the total for 1997 to $9,000 per unit.
As mentioned in the 1997 Annual Report,  we anticipate  that cash  distributions
for 1998  will be at least  equal to the  level of the 1997  cash  distributions
after  reserving $7.8 million for certain capital  expenditures  required by the
management  agreement.  However,  actual  distributions  may be  higher or lower
depending on actual Hotel operating results. We expect to make interim 1998 cash
distributions in August and November 1998 and a year-end 1998 cash  distribution
in April 1999. 

Partnership Debt

As previously  reported,  the  Partnership's  debt consists of a combination  of
commercial mortgage backed securities and senior notes. During the first quarter
ended March 27, 1998,  the  Partnership  repaid $3.5  million on the  commercial
mortgage backed securities  resulting in a balance of $382.1 million as of March
27, 1998. The $127.4 million senior notes require no principal payments prior to
maturity.

<PAGE>


Hotel Operations

The combined  operations of the  Partnership's 70 Hotels improved in 1998 due to
continuing  demand in the lodging industry.  For a detailed  discussion of hotel
operations, please refer to Item 2 of the Form 10-Q.

During the first quarter 1998, the Courtyard chain shifted their  advertisements
to focus on the leisure traveler.  There was a heavy concentration in television
and radio advertising and less in printed  advertisements.  A significant number
of  advertisements  appeared  on ESPN,  particularly  during  the  NCAA  college
basketball season. Courtyard also sponsored the ESPN NCAA Halftime Report.

For 1998, the outlook  continues to be positive.  The moderately  priced lodging
segment remains highly  competitive,  reflecting the influx of new  competition.
However,  Courtyard hotels continue to command a premium share of the markets in
which they are located.

We appreciate your continued support and invite you to visit Courtyard Hotels as
you travel throughout the United States.





<PAGE>

                                                                 Exhibit 99.2
================================================================================
                            COURTYARD BY MARRIOTT II
     `                        LIMITED PARTNERSHIP
================================================================================
                               

                          1998 Second Quarter Report
                       Limited Partner Quarterly Update

Presented  for your review is the 1998 Second  Quarter  Report for  Courtyard by
Marriott II Limited Partnership.  A discussion of the Partnership's  performance
and hotel operations is included in the attached Form 10-Q, Item 2, Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations.  As
always,  we encourage you to read this report in its  entirety.  If you have any
questions  regarding your investment,  please contact Host Marriott  Partnership
Investor Relations at (301) 380-2070.

Potential Transaction

As  previously  reported to you,  Host  Marriott  Corporation,  on behalf of the
General  Partner,  CBM Two Corporation,  filed a preliminary  Prospectus/Consent
Solicitation  Statement with the Securities and Exchange  Commission in December
1997, which proposed the consolidation (the "Consolidation") of this Partnership
and  five  other  limited  partnerships  into  a  publicly  traded  real  estate
investment trust ("REIT").

In addition,  we reported to you that there are existing REIT's which are active
in the moderate  price and extended  stay hotel  segment that have  expressed an
interest in acquiring the hotels owned by the six limited partnerships. Although
the  General  Partner  has  had  preliminary  discussions  with  some  of  these
companies, no agreements have yet been reached.

The General Partner has retained  Merrill Lynch to advise the  Partnership  with
respect to the Partnership's strategic alternatives. The General Partner intends
to continue to explore these  alternatives  and determine  which path to pursue,
obviously subject to appropriate partner approval.

Secondary Market Activity

There has been an increase in the number of third party  solicitations  for this
Partnership's  limited  partner units. We are not in a position to advise you as
to whether you should accept such offers.  However, in addition to reviewing the
information  provided in this  report,  we  encourage  you to consult  with your
financial  and tax advisors  when  deciding if you should sell your  Partnership
units.  Due to the  allocation  of tax losses and income to you over the life of
the Partnership as well as any cash distributions paid to you, your tax basis in
this investment may be significantly lower than your original investment amount.
Therefore,  there may be negative tax effects  resulting  from the sale of these
units  that may  impact  your  decision  to sell.  Once you have  begun the sale
process we will do whatever is in our power to  facilitate  the transfer of your
units. Please note, the General Partner does not charge a fee in connection with
the  transfer of  Partnership  units.  If you wish to effect a transfer,  please
contact our transfer agent,  Trust Company of  America/Gemisys at 1-800-797-6812
for the necessary documents.


Cash Distributions

On April 15, 1998,  the  Partnership  made the final 1997 cash  distribution  of
$1,900 per limited  partner unit  bringing the total  distributions  for 1997 to
$9,000 per unit.  The first  interim  1998  distribution  of $4,000 per  limited
partner unit was made on July 27,  1998.  Based on the 1998  combined  operating
budget,  we had anticipated that the cash  distributions for 1998 would be equal
to  the  1997  levels,   after   reserving  $7.8  million  for  certain  capital
expenditures required by the management  agreement.  Although operations for the
first half of 1998 have  exceeded  1997  operating  results for the same period,
1998  operations  year-to-date  are currently  below  management's  expectations
presented  earlier  in the  year.  Therefore,  cash  distributions  for 1998 are
expected to be reduced to $7,500 per unit.  However,  actual  distributions will
depend on hotel  operating  results for the  remainder  of the year.  If cash is
available  for  distribution  after  reserving  for  the  capital   expenditures
mentioned  above,  we will  make a second  interim  1998  cash  distribution  in
November 1998 and a year-end 1998 cash distribution in April 1999.

Partnership Debt

As previously  reported,  the  Partnership's  debt consists of a combination  of
commercial  mortgage  backed  securities  and  senior  notes.  During the second
quarter  ended  June 19,  1998,  the  Partnership  repaid  $5.8  million  on the
commercial  mortgage backed securities  resulting in a balance of $379.7 million
as of June 19,  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
continuing  demand in the lodging industry.  For a detailed  discussion of hotel
operations, please refer to Item 2 of the Form 10-Q.

For the first and second quarter, Courtyard focused communication efforts in USA
Today,  radio and television  advertising.  Courtyards' award winning television
advertising  was seen on CNN,  The Weather  Channel,  CNN  Airport and ESPN.  In
addition,  Courtyard  hotels now  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 a
significant  influx of new  competition.  However,  Courtyard hotels continue to
command a premium  share of the more  competitive  markets.  The addition of the
Marriott  Rewards  Program has had a positive impact on demand for the Courtyard
product.

We appreciate your continued support and invite you to visit Courtyard Hotels as
you travel throughout the United States.





<PAGE>


                                                                 Exhibit 99.3
================================================================================
                            COURTYARD BY MARRIOTT II
                               LIMITED PARTNERSHIP
================================================================================
                               

                          1998 Third Quarter Report
                       Limited Partner Quarterly Update


Presented  for your review is the 1998 Third  Quarter  Report for  Courtyard  by
Marriott  II  Limited  Partnership  (the  "Partnership").  A  discussion  of the
Partnership's  performance and hotel operations is included in the attached Form
10-Q, Item 2,  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations. 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 (301) 380-2070.

Potential Transaction

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 Securities and Exchange  Commission.  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  declined  significantly  from the price levels
experienced early in 1998. 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 general economic concerns and global market trends  influencing
the US securities  markets.  In addition,  the  availability  of bank credit and
public  debt has  reduced  dramatically  in recent  months.  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 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 and maximize the value of
your  investment.  We are  continuing  to work with Merrill Lynch to explore the
alternatives and will promptly advise you of any developments.

Secondary Market Activity

We are aware of a number of third  party  solicitations  for this  Partnership's
limited  partner units. We are not in a position to advise you as to whether you
should accept such offers.  However,  in addition to reviewing  the  information
provided in this report, we encourage you to consult with your financial and tax
advisors when  deciding if you should sell your  Partnership  units.  Due to the
allocation of tax losses to you over the life of the  Partnership as well as any
cash  distributions  paid to you,  your  tax  basis  in this  investment  may be
significantly lower than your original investment amount.  Therefore,  there may
be negative tax effects  resulting  from the sale of these units that may impact
your decision to sell.  Once you have begun the sale process we will do whatever
is in our power to  facilitate  the  transfer of your units.  Please  note,  the
General  Partner  does not  charge a fee in  connection  with  the  transfer  of
Partnership units. If you wish to effect a transfer, please contact our transfer
agent,  Trust Company of  America/Gemisys  at  1-800-797-6812  for the necessary
documents.

Cash Distributions

On April 15, 1998,  the  Partnership  made the final 1997 cash  distribution  of
$1,900 per limited  partner unit  bringing the total  distributions  for 1997 to
$9,000  per unit.  On July 27,  1998,  the  Partnership  distributed  $4,000 per
limited  partnership unit from 1998 first and second quarter  operating  results
and on  November  6,  1998,  the  Partnership  distributed  $1,000  per  limited
partnership unit from 1998 third quarter  operating  results.  Based on the 1998
combined  operating budget,  we had anticipated that the cash  distributions for
1998 would be equal to the 1997 levels, after reserving $8.4 million for certain
capital expenditures required by the management  agreement.  Although operations
for the thirty-six  weeks of 1998 have exceeded 1997  operating  results for the
same period,  1998  operations  year-to-date  are currently  below  management's
expectations  presented earlier in the year.  Therefore,  cash distributions for
1998  are  expected  to  be  reduced  to  $6,500  per  unit.   However,   actual
distributions  will depend on hotel  operating  results for the remainder of the
year.  If cash is available  for  distribution  after  reserving for the capital
expenditures  mentioned above, we will make a year-end 1998 cash distribution in
April 1999.

Partnership Debt

As previously  reported,  the  Partnership's  debt consists of a combination  of
commercial  mortgage backed securities and senior notes. During the year-to-date
period ended  September  11, 1998,  the  Partnership  repaid $9.4 million on the
commercial mortgage backed securities  resulting in a balance of $376.1 million.
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
continuing  demand in the lodging industry.  For a detailed  discussion of hotel
operations, please refer to Item 2 of the Form 10-Q.

During the third quarter,  Courtyard continued to focus on communication efforts
in USA  Today,  radio and  television  advertising.  Courtyards'  award  winning
television  advertising  was seen on CNN, The Weather  Channel,  CNN Airport and
ESPN. In addition,  Courtyard  hotels  continue to  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.  As  mentioned
previously, the Marriott Rewards Program has had a positive impact on demand for
the Courtyard product.

We appreciate your continued support and invite you to visit Courtyard Hotels as
you travel throughout the United States.

Estimated 1998 Tax Information

Based on  current  projections,  estimated  taxable  income  of  $9,800  will be
allocated to each limited partner unit for the year ending December 31, 1998.

The 1998 tax  information,  used for preparing your Federal and state income tax
returns, will be mailed no later than March 15, 1999. To ensure confidentiality,
we regret that we are unable to furnish your tax information over the telephone.
Unless otherwise  instructed,  we will mail your tax information to your address
as it appears on this  report.  Therefore,  to avoid  delays in delivery of this
important  information,  please notify the Partnership in writing of any address
changes by January 31, 1999.
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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 11, 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 June 11, 1998,  September 16, 1998 and December 10, 1998, the General Partner
sent to the Limited  Partners of the  Partnership a letter that  accompanied the
Partnership's  Quarterly  Reports on Form 10-Q.  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

               99.1   Letter from the  General  Partner  to the Limited Partners
                      of the Partnership  that  accompanied the  Partnership's  
                      Quarterly Report on Form 10-Q for the Quarter Ended 
                      March 27, 1998.

              99.2    Letter from the General Partner to the Limited Partners of
                      the  Partnership   that   accompanied  the   Partnership's
                      Quarterly  Report on Form 10-Q for the Quarter  Ended June
                      19, 1998.

              99.3    Letter from the General Partner to the Limited Partners of
                      the  Partnership   that   accompanied  the   Partnership's
                      Quarterly  Report  on  Form  10-Q  for the  Quarter  Ended
                      September 11, 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

         December 11, 1998     By:      /s/ Earla L. Stowe
                                        ------------------
                                        Name:    Earla L. Stowe
                                        Title:   Vice President and 
                                                  Chief Accounting Officer
EXHIBIT INDEX

              Exhibit No.:           Description:
              -----------            ------------
              99.1                   Letter from the General Partner to the
                                     Limited Partners of the Partnership that   
                                     accompanied the Partnership's Quarterly
                                     Report on Form 10-Q for the Quarter Ended
                                     March 27, 1998.                            
                                                                 

              99.2                   Letter from the General Partner to the 
                                     Limited  Partners of the Partnership that 
                                     accompanied  the  Partnership's Quarterly 
                                     Report on Form 10-Q for the Quarter Ended 
                                     June 19, 1998.                             

              99.3                   Letter from the General Partner to the 
                                     Limited Partners of the Partnership that
                                     accompanied the Partnership's Quarterly 
                                     Report on Form 10-Q for the Quarter Ended
                                     September 11, 1998.
Exhibit 99.1

================================================================================
                            COURTYARD BY MARRIOTT II
                               LIMITED PARTNERSHIP
================================================================================
                               

                          1998 First Quarter Report
                     Limited Partner Quarterly Update

Presented  for your  review is the first  quarter  1998  10-Q for  Courtyard  by
Marriott II Limited  Partnership.  As mentioned in the 1997 Annual  Report,  the
Partnership  files a Form  10-Q  with the  Securities  and  Exchange  Commission
("SEC") each quarter.  The first quarter 1998 Form 10-Q immediately follows this
letter  and  replaces  the  quarterly  report  format  previously  used  by  the
Partnership.   The  information   presented  is  essentially  the  same  as  the
information  given in prior years with certain  additional items required by the
rules of the SEC. As in the past,  we  encourage  you to review the  information
contained  in this  report,  especially  Item  2,  Management's  Discussion  and
Analysis  of  Financial  Condition  and Results of  Operations.  If you have any
further  questions  regarding  your  investment,  please  contact Host  Marriott
Partnership Investor Relations at (301) 380-2070.

Potential Transaction

In December 1997,  Host Marriott  Corporation on behalf of the General  Partner,
CBM  Two  Corporation,  filed  a  preliminary  Prospectus/Consent   Solicitation
Statement (the "S-4") with the Securities and Exchange Commission which proposed
the  consolidation  (the  "Consolidation")  of this  Partnership  and five other
limited  partnerships  into a  publicly  traded  real  estate  investment  trust
("REIT").  The General  Partner has been working to resolve  various open issues
concerning the proposed Consolidation.

In addition,  there are existing  REIT's which are active in the moderate  price
and  extended  stay hotel  segment  that have  expressed  an interest in the six
limited  partnerships.  Therefore,  the  General  Partner  has  had  preliminary
discussions with some of these  companies.  Although no agreements have yet been
reached,  the General Partner continues to pursue the possibility of a potential
transaction  involving the  Partnership's  assets or a merger of the Partnership
with an existing publicly traded company.

The General Partner has retained  Merrill Lynch to advise the  Partnership  with
respect to the  Partnership's  strategic  alternatives,  including  the original
Consolidation plan and other available alternatives. The General Partner intends
to continue to explore these  alternatives  and determine  which path to pursue,
obviously subject to appropriate partner approval.

Cash Distributions

On April 15, 1998,  the  Partnership  made the final 1997 cash  distribution  of
$1,900 per limited  partner unit bringing the total for 1997 to $9,000 per unit.
As mentioned in the 1997 Annual Report,  we anticipate  that cash  distributions
for 1998  will be at least  equal to the  level of the 1997  cash  distributions
after  reserving $7.8 million for certain capital  expenditures  required by the
management  agreement.  However,  actual  distributions  may be  higher or lower
depending on actual Hotel operating results. We expect to make interim 1998 cash
distributions in August and November 1998 and a year-end 1998 cash  distribution
in April 1999. 

Partnership Debt

As previously  reported,  the  Partnership's  debt consists of a combination  of
commercial mortgage backed securities and senior notes. During the first quarter
ended March 27, 1998,  the  Partnership  repaid $3.5  million on the  commercial
mortgage backed securities  resulting in a balance of $382.1 million as of March
27, 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
continuing  demand in the lodging industry.  For a detailed  discussion of hotel
operations, please refer to Item 2 of the Form 10-Q.

During the first quarter 1998, the Courtyard chain shifted their  advertisements
to focus on the leisure traveler.  There was a heavy concentration in television
and radio advertising and less in printed  advertisements.  A significant number
of  advertisements  appeared  on ESPN,  particularly  during  the  NCAA  college
basketball season. Courtyard also sponsored the ESPN NCAA Halftime Report.

For 1998, the outlook  continues to be positive.  The moderately  priced lodging
segment remains highly  competitive,  reflecting the influx of new  competition.
However,  Courtyard hotels continue to command a premium share of the markets in
which they are located.

We appreciate your continued support and invite you to visit Courtyard Hotels as
you travel throughout the United States.
Exhibit 99.2
================================================================================
                            COURTYARD BY MARRIOTT II
     `                        LIMITED PARTNERSHIP
================================================================================
                               

                          1998 Second Quarter Report
                       Limited Partner Quarterly Update

Presented  for your review is the 1998 Second  Quarter  Report for  Courtyard by
Marriott II Limited Partnership.  A discussion of the Partnership's  performance
and hotel operations is included in the attached Form 10-Q, Item 2, Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations.  As
always,  we encourage you to read this report in its  entirety.  If you have any
questions  regarding your investment,  please contact Host Marriott  Partnership
Investor Relations at (301) 380-2070.

Potential Transaction

As  previously  reported to you,  Host  Marriott  Corporation,  on behalf of the
General  Partner,  CBM Two Corporation,  filed a preliminary  Prospectus/Consent
Solicitation  Statement with the Securities and Exchange  Commission in December
1997, which proposed the consolidation (the "Consolidation") of this Partnership
and  five  other  limited  partnerships  into  a  publicly  traded  real  estate
investment trust ("REIT").

In addition,  we reported to you that there are existing REIT's which are active
in the moderate  price and extended  stay hotel  segment that have  expressed an
interest in acquiring the hotels owned by the six limited partnerships. Although
the  General  Partner  has  had  preliminary  discussions  with  some  of  these
companies, no agreements have yet been reached.

The General Partner has retained  Merrill Lynch to advise the  Partnership  with
respect to the Partnership's strategic alternatives. The General Partner intends
to continue to explore these  alternatives  and determine  which path to pursue,
obviously subject to appropriate partner approval.

Secondary Market Activity

There has been an increase in the number of third party  solicitations  for this
Partnership's  limited  partner units. We are not in a position to advise you as
to whether you should accept such offers.  However, in addition to reviewing the
information  provided in this  report,  we  encourage  you to consult  with your
financial  and tax advisors  when  deciding if you should sell your  Partnership
units.  Due to the  allocation  of tax losses and income to you over the life of
the Partnership as well as any cash distributions paid to you, your tax basis in
this investment may be significantly lower than your original investment amount.
Therefore,  there may be negative tax effects  resulting  from the sale of these
units  that may  impact  your  decision  to sell.  Once you have  begun the sale
process we will do whatever is in our power to  facilitate  the transfer of your
units. Please note, the General Partner does not charge a fee in connection with
the  transfer of  Partnership  units.  If you wish to effect a transfer,  please
contact our transfer agent,  Trust Company of  America/Gemisys at 1-800-797-6812
for the necessary documents.

Cash Distributions

On April 15, 1998,  the  Partnership  made the final 1997 cash  distribution  of
$1,900 per limited  partner unit  bringing the total  distributions  for 1997 to
$9,000 per unit.  The first  interim  1998  distribution  of $4,000 per  limited
partner unit was made on July 27,  1998.  Based on the 1998  combined  operating
budget,  we had anticipated that the cash  distributions for 1998 would be equal
to  the  1997  levels,   after   reserving  $7.8  million  for  certain  capital
expenditures required by the management  agreement.  Although operations for the
first half of 1998 have  exceeded  1997  operating  results for the same period,
1998  operations  year-to-date  are currently  below  management's  expectations
presented  earlier  in the  year.  Therefore,  cash  distributions  for 1998 are
expected to be reduced to $7,500 per unit.  However,  actual  distributions will
depend on hotel  operating  results for the  remainder  of the year.  If cash is
available  for  distribution  after  reserving  for  the  capital   expenditures
mentioned  above,  we will  make a second  interim  1998  cash  distribution  in
November 1998 and a year-end 1998 cash distribution in April 1999.

Partnership Debt

As previously  reported,  the  Partnership's  debt consists of a combination  of
commercial  mortgage  backed  securities  and  senior  notes.  During the second
quarter  ended  June 19,  1998,  the  Partnership  repaid  $5.8  million  on the
commercial  mortgage backed securities  resulting in a balance of $379.7 million
as of June 19,  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
continuing  demand in the lodging industry.  For a detailed  discussion of hotel
operations, please refer to Item 2 of the Form 10-Q.

For the first and second quarter, Courtyard focused communication efforts in USA
Today,  radio and television  advertising.  Courtyards' award winning television
advertising  was seen on CNN,  The Weather  Channel,  CNN  Airport and ESPN.  In
addition,  Courtyard  hotels now  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 a
significant  influx of new  competition.  However,  Courtyard hotels continue to
command a premium  share of the more  competitive  markets.  The addition of the
Marriott  Rewards  Program has had a positive impact on demand for the Courtyard
product.

We appreciate your continued support and invite you to visit Courtyard Hotels as
you travel throughout the United States.
Exhibit 99.3
================================================================================
                            COURTYARD BY MARRIOTT II
                               LIMITED PARTNERSHIP
================================================================================
                               

                          1998 Third Quarter Report
                       Limited Partner Quarterly Update

Presented  for your review is the 1998 Third  Quarter  Report for  Courtyard  by
Marriott  II  Limited  Partnership  (the  "Partnership").  A  discussion  of the
Partnership's  performance and hotel operations is included in the attached Form
10-Q, Item 2,  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations. 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 (301) 380-2070.

Potential Transaction

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 Securities and Exchange  Commission.  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  declined  significantly  from the price levels
experienced early in 1998. 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 general economic concerns and global market trends  influencing
the US securities  markets.  In addition,  the  availability  of bank credit and
public  debt has  reduced  dramatically  in recent  months.  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 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 and maximize the value of
your  investment.  We are  continuing  to work with Merrill Lynch to explore the
alternatives and will promptly advise you of any developments.

Secondary Market Activity

We are aware of a number of third  party  solicitations  for this  Partnership's
limited  partner units. We are not in a position to advise you as to whether you
should accept such offers.  However,  in addition to reviewing  the  information
provided in this report, we encourage you to consult with your financial and tax
advisors when  deciding if you should sell your  Partnership  units.  Due to the
allocation of tax losses to you over the life of the  Partnership as well as any
cash  distributions  paid to you,  your  tax  basis  in this  investment  may be
significantly lower than your original investment amount.  Therefore,  there may
be negative tax effects  resulting  from the sale of these units that may impact
your decision to sell.  Once you have begun the sale process we will do whatever
is in our power to  facilitate  the  transfer of your units.  Please  note,  the
General  Partner  does not  charge a fee in  connection  with  the  transfer  of
Partnership units. If you wish to effect a transfer, please contact our transfer
agent,  Trust Company of  America/Gemisys  at  1-800-797-6812  for the necessary
documents.

Cash Distributions

On April 15, 1998,  the  Partnership  made the final 1997 cash  distribution  of
$1,900 per limited  partner unit  bringing the total  distributions  for 1997 to
$9,000  per unit.  On July 27,  1998,  the  Partnership  distributed  $4,000 per
limited  partnership unit from 1998 first and second quarter  operating  results
and on  November  6,  1998,  the  Partnership  distributed  $1,000  per  limited
partnership unit from 1998 third quarter  operating  results.  Based on the 1998
combined  operating budget,  we had anticipated that the cash  distributions for
1998 would be equal to the 1997 levels, after reserving $8.4 million for certain
capital expenditures required by the management  agreement.  Although operations
for the thirty-six  weeks of 1998 have exceeded 1997  operating  results for the
same period,  1998  operations  year-to-date  are currently  below  management's
expectations  presented earlier in the year.  Therefore,  cash distributions for
1998  are  expected  to  be  reduced  to  $6,500  per  unit.   However,   actual
distributions  will depend on hotel  operating  results for the remainder of the
year.  If cash is available  for  distribution  after  reserving for the capital
expenditures  mentioned above, we will make a year-end 1998 cash distribution in
April 1999.

Partnership Debt

As previously  reported,  the  Partnership's  debt consists of a combination  of
commercial  mortgage backed securities and senior notes. During the year-to-date
period ended  September  11, 1998,  the  Partnership  repaid $9.4 million on the
commercial mortgage backed securities  resulting in a balance of $376.1 million.
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
continuing  demand in the lodging industry.  For a detailed  discussion of hotel
operations, please refer to Item 2 of the Form 10-Q.

During the third quarter,  Courtyard continued to focus on communication efforts
in USA  Today,  radio and  television  advertising.  Courtyards'  award  winning
television  advertising  was seen on CNN, The Weather  Channel,  CNN Airport and
ESPN. In addition,  Courtyard  hotels  continue to  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.  As  mentioned
previously, the Marriott Rewards Program has had a positive impact on demand for
the Courtyard product.

We appreciate your continued support and invite you to visit Courtyard Hotels as
you travel throughout the United States.

Estimated 1998 Tax Information

Based on  current  projections,  estimated  taxable  income  of  $9,800  will be
allocated to each limited partner unit for the year ending December 31, 1998.

The 1998 tax  information,  used for preparing your Federal and state income tax
returns, will be mailed no later than March 15, 1999. To ensure confidentiality,
we regret that we are unable to furnish your tax information over the telephone.
Unless otherwise  instructed,  we will mail your tax information to your address
as it appears on this  report.  Therefore,  to avoid  delays in delivery of this
important  information,  please notify the Partnership in writing of any address
changes by January 31, 1999.