UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

      Certification and Notice of Termination of Registration under Section
         12(g) of the Securities Exchange Act of 1934, or Suspension of
        Duty to File Reports Under Section 13 and 15(d) of the Securities
                              Exchange Act of 1934.

                        Commission File Number 033-24935

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

                              10 South Third Street
                            Richmond, Virginia 23219
                                 (804) 344-8121

       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                     UNITS OF LIMITED PARTNERSHIP INTERESTS
            (Title of each class of securities covered by this Form)

                                      NONE
       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

       Please place an X in the box(es) to designate the appropriate rule
   provision(s) relied upon to terminate or suspend the duty to file reports:

            Rule 12g-4(a)(1)(i)   [ ]         Rule 12h-3(b)(1)(i)       [x]
            Rule 12g-4(a)(1)(ii)  [ ]         Rule 12h-3(b)(1)(ii)      [ ]
            Rule 12g-4(a)(2)(i)   [ ]         Rule 12h-3(b)(2)(i)       [ ]
            Rule 12g-4(a)(2)(ii)  [ ]         Rule 12h-3(b)(2)(ii)      [ ]
                                              Rule 15d-6                [ ]

         Approximate  number of  holders  of record as of the  certification  or
notice date: 1

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Marriott    Residence   Inn   II   Limited    Partnership    has   caused   this
certification/notice  to be  signed  on  its  behalf  by  the  undersigned  duly
authorized  person.

Date:  September 3, 2002                     MARRIOTT  RESIDENCE INN II
                                             LIMITED PARTNERSHIP

                                             By: AHT Res II GP, Inc.,
                                                 its general partner



                                             By: /s/ Glade M. Knight
                                                --------------------------------
                                             Name:  Glade M. Knight
                                                  ------------------------------
                                             Title:  President
                                                   -----------------------------




Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
all be manually  signed.  It may be signed by an officer of the  registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.