- ------------------------------------------------------------------------------- 
                                        


                       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):  April 16, 1998



                        Marriott Residence Inn Limited Partnership
                        ------------------------------------------
                 (Exact name of registrant as specified in its
                                    charter)



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

 


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



       Registrant's telephone number, including area code: (301) 380-9000



- --------------------------------------------------------------------------------
 

 
Item 5.   Other Events.

     The Partnership is one of six limited partnerships which is included in a
proposal to consolidate into an umbrella partnership real estate investment
trust, as described in the preliminary Prospectus/Consent Solicitation Statement
as filed with the Securities and Exchange Commission on Form S-4 (SEC File No.
333-42953).  On April 16, 1998, the General Partner sent the Limited Partners of
the Partnership a letter to update them on the status of the transaction.  Such
letter 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

99.1      Letter to Limited Partners of Marriott Residence Inn Limited
          Partnership, dated April 16, 1998.

                                      -2-

 
                                  SIGNATURES

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.

                              Marriott Residence Inn Limited Partnership


                              By: RIBM One Corporation, its general partner


Date:  May 5, 1998            By: /s/ Bruce F. Stemerman
                                  ------------------------
                                  Name: Bruce F. Stemerman
                                  Title:    President

                                      -3-

 
                                 EXHIBIT INDEX



Exhibit No.                          Description
- -----------                          -----------

99.1                                 Letter to Limited Partners of
                                     Marriott Residence Inn Limited 
                                     Partnership, dated April 16, 1998.

                                      -4-