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 21, 2000





                   MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)



    Delaware                      033-20022                    52-1558094
- ------------------          ----------------------        ---------------------
(State or other            (Commission File Number)          (I.R.S.Employer
 jurisdiction of                                            Identification No.)
 incorporation
 or organization)

      10400 Fernwood Road, Bethesda, MD                         20817-1109
- --------------------------------------------------        ---------------------
   (Address of principal executive office)                      (Zip Code)


Registrant's telephone number, including area code: 301-380-2070













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ITEM 5.       OTHER EVENTS

On June 21, 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
                                  LIMITED PARTNERSHIP

                                  By:    RIBM ONE 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