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Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K

[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2000

OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Commission File Number: 033-20022

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

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

10400 Fernwood Road
Bethesda, Maryland 20817
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(Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:
Not Applicable

Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No ___.
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Marriott Residence Inn Limited Partnership
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TABLE OF CONTENTS
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PAGE NO.
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PART I

Items 1 & 2. Business and Properties.............................. 1

Item 3. Legal Proceedings.................................... 4

Item 4. Submission of Matters to a Vote of Security Holders.. 4

PART II

Item 5. Market for the Partnership's Limited Partnership Units
and Related Security Holder Matters................ 5

Item 6. Selected Financial Data.............................. 6

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 6

Item 7A. Quantitative and Qualitative Disclosures About Market
Risk............................................... 9

Item 8. Financial Statements and Supplementary Data.......... 10

Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure................ 22

PART III

Item 10. Directors and Executive Officers.................... 22

Item 11. Management Remuneration and Transactions............ 22

Item 12. Security Ownership of Certain Beneficial Owners and
Management......................................... 23

Item 13. Certain Relationships and Related Transactions....... 23

PART IV

Item 14. Exhibits, Supplemental Financial Statement Schedules
and Reports on Form 8-K........................... 24

PART I

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and the information incorporated by reference
herein include forward-looking statements. We have based these forward-looking
statements on our current expectations and projections about future events. We
identify forward-looking statements in this annual report and the information
incorporated by reference herein by using words or phrases such as
"anticipate", "believe", "estimate", "expect", "intend", "may be",
"objective", "plan", "predict", "project" and "will be" and similar
words or phrases, or the negative thereof.

These forward-looking statements are subject to numerous assumptions, risks and
uncertainties. Factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by us in those statements include, among
others, the following:

. national and local economic and business conditions that will affect, among
other things, demand for products and services at our properties and other
properties, the level of room rates and occupancy that can be achieved by
such properties and the availability and terms of financing;

. our ability to maintain the properties in a first-class manner, including
meeting capital expenditure requirements;

. our ability to compete effectively in areas such as access, location,
quality of accommodations and room rate structures;

. our degree of leverage which may affect our ability to obtain financing in
the future or compliance with current debt covenants;

. changes in travel patterns, taxes and government regulations which influence
or determine wages, prices, construction procedures and costs;

. government approvals, actions and initiatives including the need for
compliance with environmental and safety requirements, and change in laws
and regulations or the interpretation thereof; and

. other factors discussed in other filings with the Securities and Exchange
Commission.

Although we believe the expectations reflected in our forward-looking statements
are based upon reasonable assumptions, we can give no assurance that we will
attain these expectations or that any deviations will not be material. Except as
otherwise required by the federal securities laws, we disclaim any obligations
or undertaking to publicly release any updates or revisions to any forward-
looking statement contained in this annual report on Form 10-K and the
information incorporated by reference herein to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

ITEMS 1 & 2. BUSINESS AND PROPERTIES

We are a Delaware limited partnership formed on January 18, 1988 to acquire, own
and operate 15 Marriott Residence Inn properties (the "Inns") and the land on
which the Inns are located. The Inns are located in seven states and contain a
total of 2,129 suites as of December 31, 2000. The partnership was formed
through a

public offering of 65,600 limited partnership units (the "Units") in 1988. Host
Marriott, L.P. ("Host LP"), through its subsidiaries, is the 1% general partner.

The Inns are operated as part of the Residence Inn by Marriott system and are
managed by Residence Inn by Marriott, Inc. (the "Manager"), a wholly-owned
subsidiary of Marriott International, Inc. ("Marriott International"), under a
long-term management agreement (the "Management Agreement"). The Management
Agreement expires in 2007 with renewals at the option of the Manager for one or
more of the Inns for up to five successive terms of 10 years thereafter.

Competition

The United States lodging industry generally is comprised of two broad segments:
full service hotels and limited service hotels. Full service hotels generally
offer restaurant and lounge facilities and meeting spaces, as well as a wide
range of services, typically including bell service and room service. Limited
service hotels generally offer accommodations with limited or no services and
amenities. As extended-stay hotels, the Inns compete effectively with both full
service and limited service hotels in their respective markets by providing
streamlined services and amenities exceeding those provided by typical limited
service hotels at prices that are significantly lower than those available at
full service hotels.

The lodging industry in general, and the extended-stay segment in particular, is
highly competitive, but the degree of competition varies from location to
location. The Inns compete with several other major lodging brands. Competition
in the industry is based primarily on the level of service, quality of
accommodations, convenience of locations and room rates. The following are key
participants in the extended-stay segment of the lodging industry: Residence
Inn, Homewood Suites by Hilton, Hawthorne Suites, Summerfield Suites, Extended
Stay America and AmeriSuites.

Residence Inn by Marriott continues to be highly competitive in its segment.
The Manager has attempted to maintain the brand's competitive position through
focused marketing efforts and programs that demonstrate a continued guest
commitment. Year 2000 has been a challenge as extended-stay hotel competitors
continue to increase their presence in the market. In response, during 2000 the
Manager continued to heighten its efforts to maintain its position as a leader
in this hospitality category, focusing on customers that prefer a quality
residential experience. The Manager is continuing to monitor the introduction
and growth of new extended-stay brands. In addition, a renewed focus will be
placed on strengthening each Inn's sales efforts in order to solidify the
existing relationships with current clients and to establish new ones.

Lodging Properties

Our portfolio consists of 15 Residence Inn by Marriott Inns as of March 1, 2001.
The Inns, which range in age between 14 and 17 years, are geographically
diversified among seven states.

Our hotels endeavor to provide consistently superior lodging at a fair price
with an appealing, friendly and contemporary residential character. Residence
Inn by Marriott properties generally have fewer guest rooms than traditional
full-service hotels, in most cases containing approximately 120 guest suites, as
compared to full-service Marriott hotels which typically contain 350 or more
guest rooms.

The Inns are extended-stay, limited service hotels which cater primarily to
business and family travelers who stay more than five consecutive nights. Our
Inns average 142 suites, which are a mixture of studio, one bedroom, two bedroom
and two-story penthouse suites. They are located in suburban settings throughout
seven states and feature a series of residential style buildings with landscaped
walkways, courtyards and recreational

areas. Residence Inns do not have restaurants, but each suite contains a fully-
equipped kitchen and many suites have woodburning fireplaces.

To maintain the overall quality of our properties, each property undergoes
refurbishments and capital improvements on a regularly scheduled basis.
Typically, refurbishing at Marriott Residence Inn properties is provided at
intervals of five to seven years, based on an annual review of the condition of
each property.

The following table sets forth the location and number of rooms for each of our
properties.

Inn Number of Suites
- ---------------------- -------------------

California
Costa Mesa 144
La Jolla 287
Long Beach 216
Colorado
Boulder 128
Georgia
Atlanta Buckhead 136
Atlanta Cumberland 130
Atlanta Dunwoody 144
Illinois
Chicago Lombard 144
Michigan
Southfield 144
Missouri
St. Louis Chesterfield 104
St. Louis Galleria 152
Ohio
Cincinnati North 144
Columbus North 96
Dayton North 64
Dayton South 96
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TOTAL SUITES 2,129
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Seasonality

Demand is affected by normally recurring seasonal patterns. For most of our
Inns, demand is higher in the spring and summer months (March through October)
than during the remainder of the year.

Management Agreement

The Inns are operated by the Manager under a long-term management agreement.
The terms of the Management Agreement provide for the establishment of a
property improvement fund to provide for capital requirements and replacements
of furniture, fixtures, and equipment at the Inns. The primary provisions of the
Management Agreement are discussed at Item 8, Note 7 to the financial
statements, "Management Agreement."

Employees

The Partnership has no employees. Host LP provides the services of certain of
its employees, including the general partner's executive officers, to the
Partnership and the general partner. The Partnership and the general partner
anticipate that each of the executive officers of the general partner will
generally devote a sufficient portion of his or her time to the business of the
Partnership. However, each of such executive officers also will devote a
significant portion of his or her time to the business of Host LP and its other
affiliates. To the extent

that any officer, manager or employee devotes time to the Partnership, the
general partner or Host LP, as applicable, is entitled to reimbursement for the
cost of providing such services.

Conflicts of Interest

Because Host LP, the managing member of the general partner, and Marriott
International and their affiliates own and/or operate hotels other than the
Partnership's Inns, and Marriott International and its affiliates license others
to operate hotels under the various brand names owned by Marriott International
and its affiliates, potential conflicts of interest exist. With respect to
these potential conflicts of interest, Host LP, Marriott International and
their affiliates retain a free right to compete with the Partnership's Inns,
including the right to develop, own, and operate competing hotels now and in the
future in markets in which the Inns are located, in addition to those existing
hotels which may currently compete directly or indirectly with the Inns.

Litigation Settlement

In September 2000, the general partner, Marriott International, Inc., and
related defendants closed on the settlement of a lawsuit filed by limited
partners from seven limited partnerships, including our limited partners
("Litigation Settlement"). In accordance with the terms of the settlement, the
defendants made cash payments of approximately $152 per Unit to our limited
partners, in exchange for dismissal of the litigation and a complete release of
all claims. In addition to these cash payments, the Manager agreed to forgive
$29.8 million of deferred incentive management fees payable by the Partnership,
which is reflected as an extraordinary gain in our statement of operations for
the year ended December 31, 2000.

ITEM 3. LEGAL PROCEEDINGS

The Partnership and the Inns are involved in routine litigation and
administrative proceedings arising in the ordinary course of business, some of
which are expected to be covered by liability insurance and which collectively
are not expected to have a material adverse effect on the business, financial
condition or results of operations of the Partnership. See "Items 1 & 2 --
Business and Properties" for a discussion of the litigation settlement.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP UNITS AND RELATED
SECURITY HOLDER MATTERS

There is currently no established public trading market for the Units and it is
not anticipated that a public market for the Units will develop. Assignments of
Units are limited to the first date of each fiscal quarter and are subject to
approval by the General Partner. As of December 31, 2000, there were 3,839
holders of record of the Partnership's 65,600 Units.

The Partnership generally distributes cash available for distribution as
follows: (i) first, 99% to the limited partners and 1% to the General Partner,
until the partners have received, with respect to such year, an amount equal to
10% of their Invested Capital, defined as the excess of original capital
contributions over cumulative distributions of net refinancing and sales
proceeds ("Capital Receipts") (ii) second, remaining cash available for
distribution will be distributed as follows, depending on the amount of Capital
Receipts previously distributed:

(a) 99% to the limited partners and 1% to the General Partner, if the partners
have received aggregate cumulative distributions of Capital Receipts of
less than 50% of their original capital contributions; or

(b) 85% to the limited partners and 15% to the General Partner, if the partners
have received aggregate cumulative distributions of Capital Receipts equal
to or greater than 50% but less than 100% of their original capital
contributions; or

(c) 70% to the limited partners and 30% to the General Partner, if the partners
have received aggregate cumulative distributions of Capital Receipts equal
to 100% or more of their original capital contributions.

Cash available for distribution means, with respect to any fiscal period, the
cash revenues of the Partnership from all sources during the fiscal period,
other than Capital Receipts less (i) all cash expenditures of the Partnership
during such fiscal period, including, without limitation, debt service,
repayment of advances made by the General Partner, fees for management services
and administrative expenses (excluding expenditures incurred by the Partnership
in connection with a transaction resulting in Capital Receipts), and (ii) such
reserves as may be determined by the General Partner in its reasonable
discretion to be necessary to provide for the foreseeable cash needs of the
Partnership or for the maintenance, repair, or restoration of the Inns.

As of December 31, 2000, the Partnership has distributed a total of $43,669,801
to the partners ($659 per limited partner unit) since inception. The Partnership
made no distributions during the years ended December 31, 2000 and 1999. In
February 1998, $3,313,131 ($50 per limited partner unit) was distributed from
1997 operations. No distributions of Capital Receipts have been made since
inception.

For future cash distributions, see "Capital Resources and Liquidity" under Item
7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations".

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected historical financial data which has been
derived from our audited financial statements for the five most recent fiscal
years ended December 31, 2000.

2000 1999 1998 1997 1996
-------- -------- -------- -------- --------

(in thousands, except per unit amounts)
Income Statement Data:

Revenues..................................... $ 69,198 $ 66,198 $ 66,135 $ 62,087 $ 60,824
Operating profit............................. 16,649 16,477 16,775 17,364 16,151
Income before extraordinary items............ 6,639 5,466 4,868 4,914 3,087
Net income................................... 36,420(1) 5,466 4,868 4,914 3,087
Net income per limited partner unit
(65,600 Units).............................. 550(1) 83 73 74 47

Balance Sheet Data:

Total assets................................. $154,136 $148,975 $148,353 $151,971 $151,658
Total liabilities............................ 102,116(1) 133,375 138,219 143,392 146,337
Cash distributions per limited partner unit
(65,600 Units).............................. -- -- 50 25 75

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(1) Fiscal year 2000 operations include an extraordinary gain of $29.8 million
representing the forgiveness of deferred incentive management fees by the
Manager in connection with the Litigation Settlement.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

GENERAL

Marriott Residence Inn Limited Partnership is the owner of fifteen extended-stay
limited service hotels which are operated as part of the Residence Inn by
Marriott system, and managed by Residence Inn by Marriott, Inc.

During the period from 1998 through 2000, our revenues grew from $66.2 million
to $69.2 million. Growth in revenues is primarily a function of growth in room
revenues generated per available room or REVPAR. During the period from 1998
through 2000, the Inns' combined REVPAR increased approximately 4.4% from $81.63
to $85.18.

Our operating costs and expenses are, to a great extent, fixed. Therefore, we
derive substantial operating leverage from increases in revenue. Operating
leverage is offset primarily by certain variable expenses, including base and
incentive management fees which are calculated based on hotel sales.

The following table shows selected combined operating statistics for the Inns.
REVPAR represents the combination of the average daily room rate charged and the
average occupancy achieved, and is a commonly used indicator of hotel
performance.

Year Ended December 31,
---------------------------
2000 1999 1998
------- ------ ------

Combined average occupancy......... 83.9% 83.0% 84.9%
Combined average daily suite rate.. $101.58 $98.06 $96.15
REVPAR............................. $ 85.18 $81.24 $81.63

RESULTS OF OPERATIONS

2000 Compared to 1999:

Revenues. Revenues increased $3.0 million, or 5%, to $69.2 million in 2000 from
$66.2 million in 1999 as a result of the growth in REVPAR of 4.9%. REVPAR does
not include other ancillary revenues generated by the Inns. The increase in
REVPAR was primarily the result of a 4% increase in the combined average suite
rate to approximately $101.58.

Operating Costs and Expenses. Operating costs and expenses increased to $52.5
million in 2000 from $49.7 million in 1999 primarily due to the increase in
incentive management fees as a result of the Partnership achieving an operating
profit in excess of $23.5 million. Under the management agreement, the incentive
management fee increases from 15% of operating profit to 20% of operating profit
if the Partnership achieves this threshold. The Partnership did not achieve the
20% incentive management fee threshold in 1999. Operating costs and expenses
increased due to an increase in property-level costs and expenses discussed
below. As a percentage of total revenues, operating costs and expenses
represented 76% of revenue for 2000 and 75% for 1999.

Inn property-level costs and expenses increased to $33.7 million in 2000 as
compared to $32.3 million in 1999. The increase is primarily due to an increase
in salary and benefits as the Inns endeavor to maintain competitive wage scales.

Operating Profit. As a result of the changes in revenues and operating costs and
expenses discussed above, operating profit, as shown on the Statement of
Operations, increased $.2 million to $16.6 million, or 24% of total revenues in
2000 from $16.5 million, or 25% of total revenues in 1999.

Interest Expense. Interest expense decreased 5% to $10.7 million in 2000 from
$11.3 million in 1999 due to principal amortization on the Senior and Second
Mortgages.

Income Before Extraordinary Items. Income before extraordinary items increased
$1.1 million to $6.6 million, or 10% of revenues, in 2000, from $5.5 million, or
8% of revenues, in 1999.

Extraordinary Gain. In connection with the Litigation Settlement, we recognized
an extraordinary gain of $29.8 million on the forgiveness of deferred incentive
management fees by the Manager.

Net Income. Net income increased by $30.9 million in 2000 to $36.4 million, or
53% of revenues, from $5.5 million, or 8% of total revenues, in 1999 primarily
due to the extraordinary gain as well as the changes in revenues and expenses
discussed above.

1999 Compared to 1998:

Revenues. Total 1999 Inn sales of $66.2 million represents a slight increase
over 1998 results. The flat results were primarily due to a stable Inn REVPAR.
REVPAR does not include other ancillary revenues generated by the Inns. The
combined average occupancy decreased 1.9 percentage points from 84.9% in 1998 to
83.0% in 1999. This was offset by a corresponding increase in the combined
average daily suite rate from $96.15 in 1998 to $98.06 in 1999. As a result, the
combined average suite sales remained steady at $63.1 million for 1999 and 1998.

Operating Costs and Expenses. Operating costs and expenses increased to $49.7
million in 1999 from $49.4 million in 1998 primarily due to a $1.3 million
increase in depreciation expense that was offset by a $1.2 million decrease in
incentive management fee expense. The incentive management fee is equal to 15%
of

operating profit as defined by the Management Agreement (20% in any year in
which operating profit is equal to or greater than $23.5 million). In 1999,
operating profit was $23.4 million; therefore, the incentive management fee was
calculated as 15% of operating profit. However, in 1998, operating profit was
$23.6 million; therefore, the incentive management fee was calculated at the
higher percentage of 20% of operating profit. Thus, resulting in a decrease in
incentive management fee expense in 1999.

Inn property-level costs and expenses increased to $32.3 million in 1999 as
compared to $31.8 million in 1998. The increase is due to an increase in salary
and benefits as the Inns endeavor to maintain competitive wage scales.
Depreciation expense increased due to fixed asset purchases in 1999. As a
percentage of Inn revenues, operating costs and expenses represented 75% of
revenues for 1999 and 1998.

Operating Profit. As a result of the changes in revenues and operating costs and
expenses discussed above, operating profit, as shown on the Statement of
Operations, decreased $300,000 to $16.5 million, or 25% of total revenues in
1999 from $16.8 million, or 25% of total revenues in 1998.

Interest expense. Interest expense decreased 7.4% to $11.3 million in 1999 from
$12.2 million in 1998 due to principal amortization on the Senior and Second
Mortgages.

Net Income. Net income increased by $598,000 in 1999 to 8.25% of revenues from
$4.9 million, or 7.4% of total revenues, in 1998 primarily due to the changes in
revenues and expenses discussed above.

CAPITAL RESOURCES AND LIQUIDITY

Our financing needs have been historically funded through loan agreements with
independent financial institutions. Our mortgage matures in 2002, and it is
expected that the debt will be refinanced prior to maturity.

Beginning in 1998, the property improvement fund was insufficient to meet
current needs. The shortfall is primarily due to the need for suite
refurbishments at a majority of the Inns as part of ongoing, routine, capital
maintenance. To address the shortfall, we provided additional cash of $1.5
million to the property improvement fund in the first quarter of 1999 and
provided additional cash of $1.2 million to the fund in the first quarter of
2000.

In light of the increased competition in the extended-stay market described
above, the Manager has also proposed additional improvements that are intended
to enhance the overall value and competitiveness of the Inns. These proposed
improvements include design, structural and technological improvements to
modernize and enhance the functionality and appeal of the Inns. Based upon
information provided by the Manager, approximately $51 million may be required
over the next five years for the routine renovations and all of the proposed
additional improvements. Based on the anticipated capital expenditure needs of
the Inns over the next few years, it appears unlikely that cash distributions
will be possible for the next several years.

The general partner believes that cash from Inn operations and Partnership
reserves will be sufficient to make the required debt service payments and to
fund a portion of the capital expenditures at the Inns. The general partner is
reviewing the Manager's proposed Inn renovations and improvements to identify
those projects that have the greatest value to the Partnership.

Principal Sources and Uses of Cash

Our principal source of cash is cash from operations. Our principal uses of cash
are debt service payments, funding the property improvement fund, and
distributions to the limited partners.

Cash provided by operating activities was $16.9 million, $14.9 million and $14.8
million for the years ended December 31, 2000, 1999 and 1998, respectively. Cash
from operations in 2000 increased $2.0 million as compared to 1999 primarily due
to improved operations, the deferral of $3.6 million of incentive management
fees compared to $2.8 million in 1999, as well as a decrease in cash interest
expense. The $136,000 increase in cash from operations in 1999 over 1998 was
primarily due to an improvement in Inn operations due to the increase in the
combined average suite rate, combined with a decrease in the amount paid for
administrative charges during 1999 as a result of the deferral of some
administrative payments until 2000.

Cash used in investing activities was $7.1 million, $6.1 million and $4.6
million for the years ended December 31, 2000, 1999 and 1998, respectively. Cash
used in investing activities primarily consists of capital expenditures for
improvements to the Inns and contributions to the property improvement fund.
Capital expenditures in 2000, 1999 and 1998 include $3,080,000, $904,000 and
$535,000, respectively, paid from the operating cash account for owner funded
projects.

Based on capital budgets provided by the Manager, the property improvement fund
reserves were deemed insufficient beginning in 1998, primarily due to the need
to complete total suite refurbishments at the majority of the Inns in the next
several years. To minimize the shortfall, we increased the contribution rate in
1998 and 1999 to 6% and 5.5%, respectively, of gross sales, and provided
additional cash to the fund of $1.2 million and $1.5 million during 2000 and
1999, respectively. During 2000, the contribution rate was 5.5%, and will
remain at 5.5% for 2001.

Cash used in financing activities was $5.1 million, $6.8 million and $11.8
million for the years ended December 31, 2000, 1999 and 1998, respectively.
Financing activities consist primarily of repayment of debt and capital
distributions to partners in 1998. Capital distributions to the partners were
$3.3 million in 1998, which were paid from 1997 cash from operations. There were
no distributions to partners during 2000 or 1999. As previously discussed, it
appears unlikely that cash distributions will be possible for the next several
years.

Our mortgage debt is comprised of a $100 million note which bears interest at a
fixed rate of 8.6% and a $30 million note which bears interest at a fixed rate
of 15.25%. Both mortgages mature on September 30, 2002, and it is expected that
the mortgages will be refinanced prior to maturity. The mortgages are secured
by the Inns, the land on which they are located, a security interest in all
personal property associated with the Inns including furniture and equipment,
inventory, contracts and other general intangibles and an assignment of our
rights under the Management Agreement. During 1998, we made an optional
principal payment totaling $3 million.

AMOUNTS PAID TO THE MANAGER AND GENERAL PARTNER

The following table sets forth the amount paid to Marriott International and its
subsidiaries under the Management Agreement for the years ended December 31,
2000, 1999 and 1998 (in thousands):

2000 1999 1998
------ ------ ------

Residence Inn system fee.......... $2,642 $2,524 $2,524
Marketing fund contribution....... 1,651 1,575 1,578
Base management fee............... 1,384 1,324 1,323
Chain services.................... 1,284 1,306 1,318
Incentive management fee.......... 1,266 769 400
MRP costs......................... 283 224 117
Deferred base management fee...... -- -- 872
------ ------ ------
$8,510 $7,722 $8,132
====== ====== ======

The following sets forth amounts paid by the Partnership to Host Marriott and
its subsidiaries, including the General Partner, for the years ended December
31, 2000, 1999 and 1998 (in thousands):

2000 1999 1998
------ ------ ------

Administrative expenses reimbursed..... $ 344 $109 $ 229
Cash distributions..................... -- -- 33
----- ---- -----
$ 344 $109 $ 262
===== ==== =====

Inflation

The rate of inflation has been relatively low in the past three years. The
Manager is generally able to pass through increased costs to customers through
higher room rates and prices. In 2000, the increase in average suite rates of
Residence Inns exceeded inflationary costs.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Partnership does not have market risk with respect to interest rates,
foreign currency exchanges or other market rate or price risks, and the
Partnership does not hold any financial instruments for trading purposes. As of
December 31, 2000, all of the Partnership's debt has a fixed interest rate.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index Page
- ------- ----

Marriott Residence Inn Limited Partnership Financial Statements:

Report of Independent Public Accountants.............................................. 11

Balance Sheets as of December 31, 2000 and 1999....................................... 12

Statements of Operations for the Fiscal Years Ended December 31, 2000, 1999 and 1998.. 13

Statements of Changes in Partners' Capital for the Fiscal Years Ended
December 31, 2000, 1999 and 1998..................................................... 14

Statements of Cash Flows for the Fiscal Years Ended December 31, 2000, 1999 and 1998.. 15

Notes to Financial Statements......................................................... 16

Report of Independent Public Accountants

TO THE PARTNERS OF MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP:

We have audited the accompanying balance sheets of Marriott Residence Inn
Limited Partnership (a Delaware limited partnership) as of December 31, 2000 and
1999, and the related statements of operations, changes in partners' capital and
cash flows for each of the three fiscal years in the period ended December 31,
2000. These financial statements and the schedule referred to below are the
responsibility of the General Partner's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Marriott Residence Inn Limited
Partnership as of December 31, 2000 and 1999, and the results of its operations
and its cash flows for each of the three fiscal years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index at Item
14(a)(2) is presented for the purpose of complying with the Securities and
Exchange Commission's rules and is not a required part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in our audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Vienna, Virginia
March 23, 2001

Balance Sheets
Marriott Residence Inn Limited Partnership
December 31, 2000 and 1999
(in thousands)

ASSETS 2000 1999
-------- --------

Property and equipment, net................................ $137,497 $138,792
Due from Residence Inn by Marriott, Inc.................... 2,160 1,984
Property improvement fund.................................. 2,889 867
Deferred financing costs, net of accumulated amortization.. 835 1,307
Cash and cash equivalents.................................. 10,755 6,025
-------- --------
$154,136 $148,975
======== ========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Mortgage debt............................................. $ 98,213 $103,282
Incentive management fees due to Residence Inn by
Marriott, Inc. (Note 3)................................. 3,626 29,781
Accounts payable and accrued expenses..................... 277 312
-------- --------

Total Liabilities..................................... 102,116 133,375
-------- --------
PARTNERS' CAPITAL
General Partner
Capital contribution..................................... 663 663
Capital distributions.................................... (436) (436)
Cumulative net income.................................... 370 6
-------- --------
597 233
-------- --------
Limited Partners
Capital contribution...................................... 58,050 58,050
Capital distributions..................................... (43,233) (43,233)
Cumulative net income..................................... 36,606 550
--------- --------
51,423 15,367
--------- --------
Total Partners' Capital................................ 52,020 15,600
--------- --------
$ 154,136 $148,975
========= ========

The accompanying notes are an integral part of these financial statements.

Statements of Operations
Marriott Residence Inn Limited Partnership
For the Fiscal Years Ended December 31, 2000, 1999 and 1998
(in thousands, except per Unit amounts)

2000 1999 1998
-------- -------- --------

REVENUES
Suites....................................................... $ 66,044 $ 63,112 $ 63,105
Other operating departments.................................. 3,154 3,086 3,030
-------- -------- --------
Total Inn revenues......................................... 69,198 66,198 66,135
-------- -------- --------
OPERATING COSTS AND EXPENSES
Inn property-level costs and expenses
Suites...................................................... 14,529 14,078 13,543
Other department costs and expenses......................... 1,790 2,889 1,447
Selling, administrative and other........................... 17,362 15,290 16,802
-------- -------- --------
Total Inn property-level costs and expenses................ 33,681 32,257 31,792
Depreciation................................................. 6,362 6,952 5,703
Incentive management fee..................................... 4,892 3,521 4,720
Residence Inn system fee..................................... 2,642 2,524 2,524
Property taxes............................................... 2,460 2,230 2,274
Base management fee.......................................... 1,384 1,324 1,323
Equipment rent and other..................................... 1,128 913 1,024
-------- -------- --------
52,549 49,721 49,360
-------- -------- --------
OPERATING PROFIT.............................................. 16,649 16,477 16,775
Interest expense............................................. (10,700) (11,315) (12,200)
Interest income.............................................. 690 304 293
-------- -------- --------
INCOME BEFORE EXTRAORDINARY ITEMS............................. 6,639 5,466 4,868
Extraordinary gain on the forgiveness of deferred incentive
management fees............................................ 29,781 -- --
-------- -------- --------
NET INCOME.................................................... $ 36,420 $ 5,466 $ 4,868
======== ======== ========
ALLOCATION OF NET INCOME
General Partner.............................................. $ 364 $ 55 $ 49
Limited Partners............................................. 36,056 5,411 4,819
-------- -------- --------
$ 36,420 $ 5,466 $ 4,868
======== ======== ========
NET INCOME PER LIMITED PARTNER UNIT
(65,600 Units)............................................... $ 550 $ 83 $ 73
======== ======== ========

The accompanying notes are an integral part of these financial statements.

Statements of Changes in Partners' Capital
Marriott Residence Inn Limited Partnership
For the Fiscal Years Ended December 31, 2000, 1999 and 1998
(in thousands)

General Limited
Partner Partners Total
-------- --------- --------

Balance, December 31, 1997.. $162 $ 8,417 $ 8,579

Capital distributions..... (33) (3,280) (3,313)

Net income................ 49 4,819 4,868
---- ------- -------

Balance, December 31, 1998.. 178 9,956 10,134

Net income................ 55 5,411 5,466
---- ------- -------

Balance, December 31, 1999.. 233 15,367 15,600

Net income................ 364 36,056 36,420
---- ------- -------

Balance, December 31, 2000.. $597 $51,423 $52,020
==== ======= =======

The accompanying notes are an integral part of these financial
statements.

Statements of Cash Flows
Marriott Residence Inn Limited Partnership
For the Fiscal Years Ended December 31, 2000, 1999 and 1998
(in thousands)

2000 1999 1998
-------- ------- --------

OPERATING ACTIVITIES
Net income................................................... $ 36,420 $ 5,466 $ 4,868
Extraordinary gain on the forgiveness of deferred incentive
management fees............................................. (29,781) -- --
Depreciation................................................. 6,362 6,952 5,703
Deferral of incentive management fees due to
Residence Inn by Marriott, Inc.............................. 3,626 2,752 4,320
Amortization of deferred financing costs as interest......... 472 472 472
Loss on dispositions of property and equipment............... 8 14 --
Changes in operating accounts:
Due from Residence Inn by Marriott, Inc..................... (176) 57 421
Accounts payable and accrued expenses....................... (35) (794) (129)
Repayment of base management fee due to
Residence Inn by Marriott, Inc............................. -- -- (872)
-------- ------- --------
Cash provided by operating activities................... 16,896 14,919 14,783
-------- ------- --------
INVESTING ACTIVITIES
Additions to property and equipment.......................... (5,075) (5,475) (5,538)
Change in property improvement fund.......................... (2,022) (644) 937
-------- ------- --------
Cash used in investing activities....................... (7,097) (6,119) (4,601)
-------- ------- --------
FINANCING ACTIVITIES
Principal payments on mortgage debt.......................... (5,069) (6,802) (8,492)
Capital distributions to partners............................ -- -- (3,313)
-------- ------- --------
Cash used in financing activities....................... (5,069) (6,802) (11,805)
-------- ------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.............. 4,730 1,998 (1,623)

CASH AND CASH EQUIVALENTS at beginning of year................ 6,025 4,027 5,650
-------- ------- --------
CASH AND CASH EQUIVALENTS at end of year...................... $ 10,755 $ 6,025 $ 4,027
======== ======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest.................................. $ 10,228 $11,770 $ 11,805
======== ======= ========

The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements
Marriott Residence Inn Limited Partnership

NOTE 1. THE PARTNERSHIP

Description of the Partnership

Marriott Residence Inn Limited Partnership (the "Partnership"), a Delaware
limited partnership, was formed on March 29, 1988 to acquire, own and operate 15
Residence Inn by Marriott hotels (the "Inns") and the land on which the Inns are
located. The Inns are located in seven states in the United States: four in
Ohio, three in California, three in Georgia, two in Missouri and one in each of
Illinois, Colorado and Michigan, and as of December 31, 2000, have a total of
2,129 suites. The Inns are managed by Residence Inn by Marriott, Inc. (the
"Manager"), a wholly-owned subsidiary of Marriott International, Inc. ("Marriott
International"), as part of the Residence Inn by Marriott hotel system.

The partnership was formed through a public offering of 65,600 limited
partnership units in 1988. The sole general partner, with a 1% interest, is RIBM
One LLC (the "General Partner"), a Delaware single member limited liability
company with a Class A 1% managing economic interest owned by Host Marriott,
L.P. ("Host LP") and a Class B 99% non-managing economic interest owned by
Rockledge Hotel Properties, Inc. ("Rockledge"), a Delaware corporation which is
owned 95% by Host LP (economic non-voting interest) and 5% by Host Marriott
Statutory/Charitable Employee Trust, a Delaware statutory business trust (100%
of voting interest).

Partnership Allocations and Distributions

Net profits for Federal income tax purposes are generally allocated to the
partners in proportion to the distributions of cash available for distribution.
The Partnership generally distributes cash available for distribution as
follows: (i) first, 99% to the limited partners and 1% to the General Partner,
until the partners have received, with respect to such year, an amount equal to
10% of their Net Capital Investment, defined as the excess of original capital
contributions over cumulative distributions of net refinancing and sales
proceeds ("Capital Receipts"); (ii) second, remaining cash available for
distribution will be distributed as follows, depending on the amount of Capital
Receipts previously distributed:

(a) 99% to the limited partners and 1% to the General Partner, if the partners
have received aggregate cumulative distributions of Capital Receipts of less
than 50% of their original capital contributions; or

Losses and net losses are allocated 99% to the limited partners and 1% to the
General Partner.

Capital Receipts not retained by the Partnership will generally be distributed
(i) first, 99% to the limited partners and 1% to the General Partner until the
partners have received cumulative distributions from all sources equal to a
cumulative simple return of 12% per annum on their Net Capital Investment, as
defined, and an amount equal to their contributed capital, payable only from
Capital Receipts; (ii) next, if the Capital

Notes to Financial Statements (Cont.)
Marriott Residence Inn Limited Partnership

Receipts are from a sale, 100% to the General Partner until it has received 2%
of the gross proceeds from the sale; and (iii) thereafter, 70% to the limited
partners and 30% to the General Partner.

Gains will generally be allocated (i) first, to those partners whose capital
accounts have negative balances until such negative balances are brought to
zero; (ii) second, to all partners in amounts necessary to bring each of their
respective capital account balances equal to their Invested Capital, as defined,
plus a 12% return on such Invested Capital; (iii) next, to the General Partner
in an amount necessary to bring the General Partner's capital account balance to
an amount which is equal to 2% of the gross proceeds from the sale; and (iv)
thereafter, 70% to the limited partners and 30% to the General Partner.

Proceeds from the sale of substantially all of the assets of the Partnership
will be distributed to the partners in accordance with their capital account
balances as adjusted to take into account the gain or loss resulting from such
sale.

For financial reporting purposes, profits and losses are allocated among the
partners based upon their stated interests in cash available for distribution.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The Partnership's records are maintained on the accrual basis of accounting and
its fiscal year coincides with the calendar year.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets as follows:

Land improvements 40 years
Buildings and improvements 40 years
Furniture and equipment 3 to 10 years

All property and equipment is pledged as security for the mortgage debt.

The Partnership assesses impairment of its real estate properties based on
whether estimated undiscounted future cash flows from such properties on an
individual property basis will be less than the net book value of the property.
If a property is impaired, its basis is adjusted to fair market value.

Income Taxes

Provision for Federal and state income taxes has not been made in the
accompanying financial statements since the Partnership does not pay income
taxes but rather allocates its profits and losses to the partners. Significant

Notes to Financial Statements (Cont.)
Marriott Residence Inn Limited Partnership

differences exist between the net income or loss for financial reporting
purposes and the net income or loss reported in the Partnership's tax return.
These differences are due primarily to the use, for income tax purposes, of
accelerated depreciation methods and shorter depreciable lives of the assets and
differences in the timing of the recognition of base and incentive management
fees. As a result of these differences, the Partnership's net assets reported
in the accompanying financial statements exceeds the tax basis of such net
assets by $3,675,000 as of December 31, 2000. As of December 31, 1999, the tax
basis of net assets exceeded the net assets reported in the accompanying
financial statements by $23,851,000.

Deferred Financing Costs

Deferred financing costs represent the costs incurred in connection with the
mortgage debt refinancing and are amortized using the straight-line method over
the term of the loan. At December 31, 2000 and 1999, deferred financing costs,
net of accumulated amortization, totaled $835,000 and $1,307,000, respectively.
Amortization of deferred financing costs totaled $472,000 in 2000, 1999, and
1998.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with a maturity of three
months or less at date of purchase to be cash equivalents.

Reclassifications

Certain reclassifications were made to the prior year financial statements to
conform to the 2000 presentation.

NOTE 3. LITIGATION SETTLEMENT

In September 2000, the general partner, Marriott International, Inc., and
related defendants closed on the settlement of a lawsuit filed by limited
partners from seven limited partnerships, including the Partnership's limited
partners ("Litigation Settlement"). In accordance with the terms of the
settlement, the defendants made cash payments of approximately $152 per Unit to
the limited partners, in exchange for dismissal of the litigation and a complete
release of all claims. In addition to these cash payments, the Manager agreed
to forgive $29.8 million of deferred incentive management fees payable by the
Partnership which is reflected as an extraordinary gain
in the statement of operations for the year ended December 31, 2000.

NOTE 4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31 (in
thousands):

2000 1999
-------- --------

Land and improvements.............. $ 46,441 $ 46,441
Buildings and improvements......... 123,898 121,566
Furniture and equipment............ 29,429 40,768
Construction in progress........... 2,273 821
-------- --------
202,041 209,596
Less accumulated depreciation...... (64,544) (70,804)
-------- --------
$137,497 $138,792
======== ========

Notes to Financial Statements (Cont.)
Marriott Residence Inn Limited Partnership

NOTE 5. ESTIMATED FAIR VALUES OF FINANCIAL INSTRUMENTS

The estimated fair values of financial instruments are shown below (in
thousands). The fair value of financial instruments not included in this table
are estimated to be equal to their carrying amounts.

As of December 31, 2000 As of December 31, 1999
----------------------- -----------------------
Estimated Estimated
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ----------- ---------- -----------

Senior mortgage debt... $75,731 $76,796 $79,529 $79,228
Second mortgage debt... $22,482 $25,080 $23,753 $27,045

The estimated fair values of debt obligations are based on the expected future
debt service payments discounted at risk adjusted rates.

NOTE 6. MORTGAGE DEBT

The Partnership's mortgage debt is comprised of a $100 million note (the "Senior
Mortgage") which bears interest at a fixed rate of 8.6% and a $30 million note
(the "Second Mortgage") which bears interest at a fixed rate of 15.25% for a
blended interest rate of 10.13%. Both the Senior Mortgage and Second Mortgage
require monthly payments of principal and interest and mature on September 30,
2002. In addition to the required monthly payments, during each of the four
years from 1996 through 1999, the Partnership was required to pay, on a cash
available basis, an additional $2 million annually toward principal amortization
on the Senior Mortgage. Additionally, during the entire seven year term, the
Partnership has the option to pay up to an additional $1 million principal
payment annually on the Second Mortgage and up to another $1 million optional
principal payment which would be applied in a 2:1 ratio to the Senior and Second
Mortgage, respectively. During 2000 and 1999, the Partnership made principal
payments of $3,798,000 and $5,625,000 on the Senior Mortgage and $1,271,000 and
$1,177,000 on the Second Mortgage, respectively. At December 31, 2000, the
outstanding principal balance of the Senior Mortgage was $75,731,000 and the
outstanding principal balance of the Second Mortgage was $22,482,000. At
December 31, 1999, the outstanding principal balance of the Senior Mortgage was
$79,529,000 and the outstanding principal balance of the Second Mortgage was
$23,753,000.

Both the Senior Mortgage and the Second Mortgage are secured by the Inns, the
land on which they are located, a security interest in all personal property
associated with the Inns including furniture and equipment, inventory, contracts
and other general intangibles and an assignment of the Partnership's rights
under the management agreement.

Principal amortization of the Senior and Second Mortgages at December 31, 2000
is as follows (in thousands):

2001........... $ 5,617
2002........... 92,596
-------
$98,213
=======

NOTE 7. MANAGEMENT AGREEMENT

The Manager operates the Inns pursuant to a long-term management agreement with
an initial term expiring December 28, 2007. The Manager has the option to
extend the agreement on one or more of the Inns for up to five 10-year terms.
The Partnership may terminate the Management Agreement if, during any three
consecutive years after 1992, specified minimum operating results are not
achieved. However, the Manager may prevent termination by paying to the
Partnership the amount by which the minimum operating results were not achieved.
The Manager earns a base management fee equal to 2% of gross sales. Base
management fees are paid currently. Pursuant to the terms of the management
agreement, during 1998, the Partnership repaid the remaining balance of deferred
base management fee of $872,000.

Notes to Financial Statements (Cont.)
Marriott Residence Inn Limited Partnership

In addition, the Manager is entitled to an incentive management fee equal to 15%
of operating profit, as defined (20% in any year in which operating profit is
equal to or greater than $23.5 million). In 1999, incentive management fees were
calculated as 15% of operating profit. However in 2000 and 1998, incentive
management fees were calculated as 20% of operating profit. The incentive
management fee is payable out of 50% of cash flow from operations remaining
after payments of qualifying debt service, retention by the Partnership of
annual cash flow from operations of $6,626,263 and the deferred base management
fee. If the Partnership retains an additional 5% return, the incentive
management fee is payable out of 75% of the remaining cash flow from operations.
Incentive management fees earned are payable in the future from operating cash
flow, as defined. Unpaid incentive management fees are paid from cash flow
available for incentive management fees following payment of the then current
incentive management fees. For the years ended December 31, 2000, 1999, and
1998, $4.9 million, $3.5 million and $4.7 million, respectively, in incentive
management fees were earned, of which $1.3 million, $.8 million and $.4 million,
respectively, were paid. As of December 31, 2000 and 1999, deferred incentive
management fees were $3.6 million and $29.9 million, respectively. In connection
with the Litigation Settlement, the Manager waived $29.9 million of deferred
incentive management fees, which was recognized as an extraordinary gain during
2000.

The Management Agreement also provides for annual payments of the Residence Inn
system fee equal to 4% of gross suite sales from the Inns. In addition, the
Manager is reimbursed for each Inn's pro rata share of the actual costs and
expenses incurred by the Manager in providing certain services ("Chain
Services") on a central or regional basis to all hotels operated by the Manager.
As franchiser of the Residence Inn by Marriott system, the Manager maintains a
marketing fund to pay the costs associated with certain system-wide advertising,
promotional, and public relations materials and programs, and operating a toll-
free reservation system. Each Inn contributes 2.5% of suite sales to the
marketing fund. For the years ended December 31, 2000, 1999 and 1998,
respectively, the Partnership paid a Residence Inn system fee of $2,642,000,
$2,524,000 and $2,524,000, reimbursed the Manager $1,284,000, $1,306,000 and
$1,318,000 for Chain Services, and contributed $1,651,000, $1,575,000 and
$1,578,000 to the marketing fund.

In addition, the Inns participate in Marriott International's Marriott's Rewards
Program ("MRP"). The costs of this program are based upon the MRP sales at each
hotel. MRP costs were $283,000 and $224,000, and $117,000 in 2000, 1999, and
1998, respectively. Chain Services, contributions to the marketing fund and MRP
costs are included in selling, administrative and other expenses in the
statement of operations.

The Partnership is required to provide the Manager with working capital to meet
the operating needs of the Inns. The Manager converts cash advanced by the
Partnership into other forms of working capital consisting primarily of
operating cash, inventories, and trade receivables and payables that are
maintained and controlled by the Manager. Upon termination of the management
agreement, the working capital will be returned to the Partnership. The
individual components of working capital controlled by the Manager are not
reflected in the Partnership's balance sheet. As of December 31, 2000 and 1999,
$775,000 has been advanced to the Manager for working capital and is included in
Due from Residence Inn by Marriott, Inc. on the balance sheet.

The management agreement provides for the establishment of a property
improvement fund to provide for the replacement of furniture, fixtures and
equipment ("FF&E") at the Inns. Total contributions during 2000, 1999 and 1998
were $5,006,000, $5,091,000 and $3,968,000, respectively. Based on capital
budgets, it was determined that the property improvement fund was insufficient
beginning in 1998, primarily due to the need to complete total suite
refurbishments at the majority of the Inns in the next several years. As a
result of this expected shortfall, the General Partner established a reserve in
1996 for the future capital needs of the Inns. In addition, to minimize the
shortfall, the Partnership temporarily increased the contribution rate during
2000, 1999 and 1998 from 5% of gross revenues. The contribution rate was 5.5%
of gross revenues in 2000 and

Notes to Financial Statements (Cont.)
Marriott Residence Inn Limited Partnership

1999 and 6% of gross revenues in 1998. During the first quarters of 2000 and
1999, the Partnership provided additional cash contributions to the property
improvement fund of $1,200,000 and $1,450,000, respectively.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The Partnership has no managers or officers. The business and policy making
functions of the Partnership are carried out through the managers and executive
officers of RIBM One LLC, the General Partner, who are listed below:

Age at
Name Current Position December 31, 2000
- --------------------- --------------------- -----------------

Robert E. Parsons President and Manager 45
W. Edward Walter Executive Vice President 45
and Treasurer

Business Experience

Robert E. Parsons, Jr. joined Host Marriott's Corporate Financial Planning staff
in 1981 and was made Assistant Treasurer in 1988. In 1993, Mr. Parsons was
elected Senior Vice President and Treasurer of Host Marriott, and in 1995, he
was elected Executive Vice President and Chief Financial Officer of Host
Marriott. He is also an Executive Vice President and Chief Financial Officer of
Host LP and serves as a director, manager and officer of numerous Host Marriott
subsidiaries.

W. Edward Walter joined Host Marriott in 1996 as Senior Vice President for
Acquisitions, and was elected Treasurer in 1998, and Executive Vice President in
May 2000. He is also Executive Vice President and Treasurer of Host LP and
serves as a director, manager and officer of numerous Host Marriott
subsidiaries. Prior to joining Host Marriott, Mr. Walter was a partner with
Trammell Crow Residential Company and President of Bailey Capital Corporation, a
real estate firm focusing on tax exempt real estate investments.

ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS

As noted in Item 10 above, the Partnership has no managers or officers nor does
it have any employees. Under the Partnership Agreement, however, the General
Partner has the exclusive right to conduct the business and affairs of the
Partnership subject only to the management agreement described in Items 1 and
13. The General Partner is required to devote to the Partnership such time as
may be necessary for the proper performance of its duties, but the officers and
managers of the General Partner are not required to devote their full time to
the performance of such duties. To the extent that any officer or manager
devotes time to the Partnership, the General Partner or Host LP, as applicable,
is entitled to reimbursement for the cost of providing such services. For the
fiscal years ending December 31, 2000, 1999 and 1998, the Partnership reimbursed
Host Marriott or its subsidiaries $344,000, $109,000 and $229,000, respectively,
for the cost of providing all administrative and other services as General
Partner.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 2000, no person owned of record, or to the Partnership's
knowledge owned beneficially, more than 5% of the total number of limited
partnership Units. The General Partner does not own any limited partnership
interest in the Partnership.

The executive officers and managers of the General Partner, Host LP, Marriott
International, Inc. and their respective affiliates own 80 limited partnership
units as of December 31, 2000.

The Partnership is not aware of any arrangements which may, at a subsequent
date, result in a change in control of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Agreement

Incorporated by reference to the description of the management agreement in Note
7 to the financial statements set forth in Part I, Item 8.

PART IV

ITEM 14. EXHIBITS, SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

(a) List of Documents Filed as Part of This Report

(i) Financial Statements
All financial statements of the registrant as set forth under Item
8 of this Report on Form 10-K.

(ii) Financial Statement Schedules
The following financial information is filed herewith on the pages
indicated.

Schedule III - Real Estate and Accumulated Depreciation, pages 27
to 28.

All other schedules are omitted because they are not applicable or the
required information is included in the financial statements or notes
thereto.

(iii) Exhibits

Exhibit
Number Description
----------- ------------------------------------------------------------------------

*3.1 Amended and Restated Agreement of Limited Partnership of Marriott
Residence Inn Limited Partnership by and among RIBM One Corporation
(General Partner), Christopher G. Townsend (Organizational Limited
Partner), and Limited Partners dated March 29, 1988.

*3.2 First Amendment to Amended and Restated Agreement of Limited
Partnership of Marriott Residence Inn Limited Partnership, dated
December 28, 1998.
*10.1 First Amendment to Loan Agreement by and between Marriott Residence
Inn Limited Partnership (Borrower) and German American Capital
Corporation (Lender), dated April 23, 1996.
*10.2 Loan Agreement by and between Marriott Residence Inn Limited
Partnership (Borrower) and German American Capital Corporation
(Lender), dated October 10, 1995.
*10.3 Indemnity Agreement by Marriott Residence Inn Limited Partnership
(Borrower) and RIBM One Corporation (collectively, the Indemnitors)
in favor of German American Capital Corporation (Lender), dated
October 10, 1995.

Exhibit
Number Description
----------- ------------------------------------------------------------------------

*10.4 Four Party Agreement by and among Marriott Residence Inn Limited
Partnership (Borrower), German American Capital Corporation (Senior
Lender), Starwood Mezzanine Investors, L.P. (Subordinate Lender) and
Residence Inn by Marriott, Inc. (Manager), dated October 10, 1995.

*10.5 Loan Agreement by and between Marriott Residence Inn Limited
Partnership (Borrower) and Starwood Mezzanine Investors, L.P.
(Lender), dated October 10, 1995.
*10.6 Loan Agreement by and between Marriott Residence Inn Limited
Partnership and The Sanwa Bank Limited, dated as of April 20, 1988.

*10.7 Revolving Credit Agreement by and between Marriott Residence Inn
Limited Partnership and The Sanwa Bank Limited, dated as of April 20,
1988.

*10.8 Manager's Letter Agreement between Residence Inn by Marriott, Inc.
and Marriott Residence Inn Limited Partnership, dated October 10,
1995.
*10.9 Management Agreement by Marriott Residence Inn Limited Partnership
(Owner) and Residence Inn by Marriott, Inc. (Manager), dated March
29, 1988.

-----------------------------------
* Incorporated by reference to the Partnership's previously filed documents.

(b) Reports on Form 8-K:

. None.

SCHEDULE III
Page 1 of 2
MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
(in thousands)

Initial Gross Amount at December
Costs 31, 2000
------------ --------------------------
Subsequent
Land and Building and Costs Land and Building and Accumulated

Description Debt Improvements Improvements Capitalized Improvements Improvements Total Depreciation
- --------------------------- ------- ------------ ------------ ----------- ------------ ------------ -------- ------------

La Jolla $17,285 $11,579 $ 14,462 $ 1,769 $11,580 $ 16,230 $ 27,810 $ 5,471
Long Beach 9,527 7,167 11,455 1,659 7,235 13,046 20,281 4,085
St. Louis Galleria 8,250 1,989 5,010 2,112 2,014 7,097 9,111 2,309
Boulder 7,661 1,451 6,686 690 1,451 7,376 8,827 2,422
Costa Mesa 7,268 3,678 6,955 1,211 3,678 8,166 11,844 2,582
Atlanta Buckhead 6,875 3,894 5,519 1,163 3,903 6,673 10,576 2,249
Atlanta Cumberland 6,286 4,099 4,627 842 4,099 5,469 9,568 1,863
Atlanta Dunwoody 6,286 2,116 7,387 1,770 2,116 9,157 11,273 3,093
Chicago Lombard 6,089 3,665 5,746 1,282 3,665 7,028 10,693 2,221
Southfield 5,991 2,031 8,195 1,414 2,031 9,609 11,640 3,309
Cincinnati North 4,321 1,183 9,587 923 1,183 10,510 11,693 3,512
Other properties, each
less than 5% of total 12,374 3,546 19,925 3,552 3,486 23,537 27,023 8,256
------- ------- -------- ------- ------- -------- -------- -------

$98,213 $46,398 $105,554 $18,387 $46,441 $123,898 $170,339 $41,372
======= ======= ======== ======= ======= ======== ======== =======

Date of
Completion
of Date Depreciation
Description Construction Acquired Life
- --------------------------- ------------ -------- ------------

La Jolla 1986 1988 40 years
Long Beach 1987 1988 40 years
St. Louis Galleria 1986 1988 40 years
Boulder 1986 1988 40 years
Costa Mesa 1986 1988 40 years
Atlanta Buckhead 1987 1988 40 years
Atlanta Cumberland 1987 1988 40 years
Atlanta Dunwoody 1984 1988 40 years
Chicago Lombard 1987 1988 40 years
Southfield 1986 1988 40 years
Cincinnati North 1985 1988 40 years
Other properties, each
less than 5% of total 1985-1987 1988 40 years

SCHEDULE III
Page 2 of 2
MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
(in thousands)

Notes:
- ------

1998 1999 2000
-------- -------- --------

(a) Reconciliation of Real Estate:
Balance at beginning of year................................................ $160,899 $162,333 $168,007
Capital expenditures and transfers from construction-in-progress............ 1,434 5,716 2,332
Dispositions................................................................ -- (42) --
-------- -------- --------
Balance at end of year...................................................... $162,333 $168,007 $170,339
======== ======== ========
(b) Reconciliation of Accumulated Depreciation:
Balance at beginning of year................................................ $29,640 $ 33,233 $ 37,219
Depreciation................................................................ 3,593 3,986 4,153
------- -------- --------
Balance at end of year...................................................... $33,233 $ 37,219 $ 41,372
======= ======== ========

(c) The aggregate cost of land, buildings and improvements for Federal income
tax purposes is approximately $168.0 million at December 31, 2000.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 23th day of March
2001.

MARRIOTT RESIDENCE INN
LIMITED PARTNERSHIP

By: RIBM ONE LLC
General Partner

/s/ Robert E. Parsons, Jr.
-------------------------------
President and Manager

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
the capacities and on the date indicated above.

Signature Title
- --------- -----
(RIBM ONE LLC)

/s/ Robert E. Parsons, Jr. President and Manager
- --------------------------
Robert E. Parsons, Jr.

/s/ W. Edward Walter Executive Vice President and Treasurer
- --------------------------
W. Edward Walter

/s/ Donald D. Olinger Vice President (Principal Accounting
- -------------------------- Officer)
Donald D. Olinger