Exhibit 3.3
                         FIRST AMENDMENT TO AMENDED AND
                    RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                  MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP


         THIS FIRST  AMENDMENT  TO AMENDED  AND  RESTATED  AGREEMENT  OF LIMITED
PARTNERSHIP  OF  MARRIOTT  RESIDENCE  INN II LIMITED  PARTNERSHIP  (this  "First
Amendment"),  dated as of December 28, 1998,  is entered into by RIBM Two LLC, a
Delaware limited liability company,  as general partner (the "General Partner"),
of Marriott Residence Inn II Limited Partnership (the "Partnership"), for itself
and on behalf of the limited partners of the Partnership.

         WHEREAS,  the  Partnership  was formed  pursuant to a Certificate  of
Limited  Partnership  filed with the Office of the Secretary of State of the
State of Delaware on September 20, 1988;

         WHEREAS,   in  connection  with  certain   restructuring   transactions
involving its parent company, Marriott RIBM Two Corporation merged with and into
the General Partner, a newly formed Delaware limited liability company; and

         WHEREAS, in accordance with Section 11.02 of the Partnership Agreement,
the General  Partner  wishes to amend the  Partnership  Agreement to reflect its
successor name by merger and to make certain clean up changes.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  hereby  are
acknowledged,  the General  Partner hereby amends the  Partnership  Agreement as
follows:

         1. The  introductory  paragraph of the Partnership  Agreement is hereby
amended  to  replace  the  phrase  "Marriott  RIBM Two  Corporation,  a Delaware
corporation"  with the  phrase  "RIBM  Two LLC,  a  Delaware  limited  liability
company."

         2.       The definitions of "General Partner" and "Host" in Section
                  1.01 of the Partnership Agreement are hereby amended and
                  restated in their entirety as follows:

                  "General  Partner"  means  RIBM Two LLC,  a  Delaware  limited
                  liability  company,  in its capacity as general partner of the
                  Partnership, and its successors and assigns.

                  "Host" means Host Marriott Corporation, a Delaware
                   corporation, and its successors and assigns.

         3.       Section 3.01 of the Partnership Agreement is hereby amended
                  and restated in its entirety as follows:

                  Section  3.01.  General  Partner.  The General  Partner of the
                  Partnership  is and shall be RIBM Two LLC, a Delaware  limited
                  liability  company,  in its capacity as general partner of the
                  Partnership,  and  its  successors  and  assigns,  having  its
                  principal executive offices at 10400 Fernwood Road,  Bethesda,
                  Maryland  20817,  and  any  Person  admitted  as a  substitute
                  general partner in accordance with Sections 6.01 or 10.02B.

     4.           All defined terms contained in this First  Amendment,  unless
                  otherwise defined herein, shall have the meaning contained in
                  the Partnership  Agreement. Except as modified herein, all
                  terms and conditions of the Partnership Agreement shall remain
                  in full force and effect, which terms and conditions the
                  General Partner hereby ratifies and affirms.




         IN WITNESS  WHEREOF,  the undersigned has executed this First Amendment
         as of the date first set forth above.


                  RIBM TWO LLC,
                  as the successor General Partner of Marriott Residence Inn II
                  Limited Partnership and on behalf of existing Limited Partners



                  By:
                  Name:    Christopher G. Townsend
                  Title:   Executive Vice President