SUPPLEMENT
                                       TO
                           OFFER TO PURCHASE FOR CASH
                      UP TO 8,341 LIMITED PARTNERSHIP UNITS
                                       OF
                  MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP
                                       AT
                                  $200 PER UNIT
                                       BY
                      MADISON LIQUIDITY INVESTORS 117, LLC
                                (the "Purchaser")

         FOR THE REASONS DESCRIBED BELOW, THE PURCHASER HAS REDUCED THE PRICE AT
WHICH IT IS WILLING TO PURCHASE UNITS TO $200 PER UNIT. TENDERING UNITHOLDERS
MAY WITHDRAW TENDERS OF UNITS AT ANY TIME PRIOR TO THE EXPIRATION DATE OF THE
OFFER. THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD HAVE BEEN EXTENDED, AND
WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON APRIL 16, 2002, UNLESS FURTHER
EXTENDED.

         This Supplement provides additional information concerning the
Purchaser's Offer, dated February 15, 2002, to purchase limited partnership
Units in Marriott Residence Inn II Limited Partnership, a Delaware limited
partnership (the "Partnership"). The Offer is made pursuant to the Purchaser's
Offer to Purchase of that date, as supplemented hereby, and this Supplement
should be read in conjunction therewith.

         Unitholders are urged to read carefully this Supplement and the Offer
to Purchase, including the accompanying Agreement of Assignment and Transfer,
before deciding whether to tender their Units.

         Unitholders should be aware of the following:

         Consideration for Units. For the reasons described below, the Purchaser
has reduced the price at which it is willing to purchase Units, and is now
offering $200 per Unit, in cash, reduced by any cash distributions made or
declared on or after February 15, 2002, with interest at the rate of 7% per
annum from the Expiration Date to the date of payment, upon the terms and
subject to the conditions set forth in the Offer to Purchase and in the related
Agreement of Assignment and Transfer and accompanying documents, as each may be
supplemented or amended from time to time. If, prior to the Expiration Date, the
Purchaser increases the consideration offered to Unitholders pursuant to the
Offer, such increased consideration will be paid with respect to all Units that
are purchased pursuant to the Offer, whether or not such Units were tendered
prior to such increase in consideration. TENDERING UNITHOLDERS MAY WITHDRAW
TENDERS OF UNITS AT ANY TIME PRIOR TO THE EXPIRATION DATE OF THE OFFER. IF UNITS
PREVIOUSLY TENDERED ARE NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE, THE
TENDERING UNITHOLDER WILL BE ENTITLED TO THE OFFER PRICE THEN IN EFFECT, ON THE
TERMS AND CONDITIONS REFERRED TO ABOVE.

         The Purchaser continues to believe, although it cannot guarantee, that
the Offer may be an attractive one for many Unitholders, based on (i) the
Partnership's historical operations and distribution performance, (ii) the
nature and condition of the Partnership's properties and the future capital
expenditure obligations they will require, (iii) the terms of the Partnership's
indebtedness and the long-term management agreement encumbering such properties
and (iv) the financial and record-keeping benefits that will accrue to a
Unitholder whose interest is purchased.



         Expiration Date. The Expiration Date of the Offer has been extended to
5:00 p.m., New York Time, on April 16, 2002 or such other date to which this
Offer may be extended. The Purchaser is offering to pay interest on the Offer
Price because the Partnership's Limited Partnership Agreement, which provides,
among other things, that assignments become effective on the first day of a
fiscal quarter of the Partnership, will delay payment for Units accepted for
payment until after the first day of the Partnership's 2002 third fiscal quarter
(approximately June 15, 2002). The Purchaser believes the Partnership's practice
is to provide confirmation of transfers only after they have actually taken
place, which may be some days or one or more weeks after the date of transfer.
The Purchaser will pay for Units accepted for payment as soon as possible after
receipt of confirmation of transfers.

         Establishment of the Revised Offer Price; Purchaser's Prior Offer for
Units and Future Plans. The Purchaser made a previous offer for up to 7,000
Units in September, 2001 at an offer price of $275 per Unit. Pursuant to that
offer, which terminated on November 20, 2001, the Purchaser acquired an
aggregate of 5,399.75 Units, constituting 7.71% of the outstanding Units.
Following the conclusion of that offer, the Purchaser continued to monitor the
Partnership's financial performance and public statements. After considering,
among other things, the Partnership's financial condition and results of
operations reported in its Quarterly Report on Form 10-Q for the period ended
September 7, 2001 and its announcement that several parties had expressed an
interest in purchasing the Partnership's properties, and after reconsidering its
own investment objectives, the Purchaser decided to launch the current Offer at
a price per Unit of $300. After commencing the current Offer, the Purchaser took
into account the information contained in the Partnership's March 6, 2002
Recommendation Statement on Schedule 14D-9 in response to the Offer and
conducted further analyses of the Partnership's assets and business. Utilizing
the Partnership's disclosure in its Schedule 14D-9 that revenue per available
room and operating profit decreased during the fourth quarter of fiscal 2001 by
16% and 10.3%, respectively, the Purchaser estimated the 2001 cash flow of the
Partnership's properties at approximately $15.9 million. In order to obtain a
value equal to the current debt level on the Partnership's properties of $132
million, a capitalization rate of 12% on the Purchaser's estimated 2001 cash
flow would be required. While the Purchaser believes a 12% capitalization rate
is within the range currently employed in the marketplace for extended stay
hotels of similar age and quality, which are subject to a management agreement
structure similar to the Partnership's, such rate is more aggressive than the
12.5% capitalization rate previously used by the Purchaser. Because the net
equity value of the Partnership's properties is their gross value reduced by the
amount due on its mortgages, the Purchaser calculated the Partnership's
estimated value by subtracting the amount of cash the Partnership expects to
spend on capital improvements (approximately $10 million) and the General
Partner's one percent share of sales and refinancing proceeds from the
Partnership's net working capital.

         This analysis yielded an estimated value of approximately $20.6
million, or $294 per Unit, as compared to an estimated value of approximately
$33 million, or $474 per Unit, calculated by the Purchaser at the commencement
of the Offer. The reduced Offer Price of $200 per Unit represents a 32% discount
to the revised estimated value, as compared to the original $300 per Unit Offer
Price representing a 47% discount to the Purchaser's original estimated value.
As set forth in the Offer to Purchase, however, the Purchaser does not believe
that this estimated per Unit value is an accurate reflection of what an investor
might receive today or in future periods in respect of a Unit, which, in the
Purchaser's judgment, may be less than this estimate of per-Unit value, after
taking into account (i) a reduction in the value of the Partnership's properties
due to the unfavorable terms of the management agreement, (ii) a reduction in
cash and cash equivalents to fund payment of the deferred incentive management
fees and (iii) other factors, such as the use of additional cash for capital
expenditures and the continuation of the depressed hotel real estate market,
which are difficult to quantify. In determining to reduce the Offer Price, the
Purchaser also took into account (1) the lack of liquidity, (2) the limited
frequency of trading of Units in the secondary market, (3) the fact that it will
not control the Partnership upon consummation of the Offer, (4) the apparent
absence of a definitive liquidation plan for the Partnership, (5) the fact that
the Partnership is currently not paying distributions out of operations, (6) the
indebtedness of the Partnership, (7) certain tax considerations and (8) the
prices at which the Purchaser has acquired Units it already owns.



         The Purchaser has communicated to the Partnership its concerns about
the apparent inconsistency between the Partnership's determination to increase
capital expenditures in the near term and its obligation under the Partnership
Agreement to attempt to locate a purchaser for the Partnership's inns and
liquidate the Partnership as promptly as practicable, and has demanded to
inspect the Partnership's relevant books and records regarding such
expenditures.

         As set forth in the Offer to Purchase, the purpose of the Offer is to
enable the Purchaser to acquire a significant interest in the Partnership for
investment purposes based on its expectation that there may be underlying value
in its properties. While the Purchaser does not currently have any intention to
acquire additional Units other than pursuant to the Offer, or to change the
management or operation of the Partnership, those plans could change. If the
Purchaser or its affiliates determine to acquire additional Units in the future,
such acquisition(s) may be made through private purchases, tender offers or
other means, and may be at a consideration higher or lower than the
consideration to be paid for the Units purchased pursuant to the Offer.

         Conditions to the Offer. There are no conditions to the Offer based on
minimum Units tendered, the availability of financing or otherwise determined by
the success of the Offer. We may, however, not be obligated to purchase Units in
the event certain conditions, set forth in the Offer to Purchase, occur prior to
the Expiration Date, such as legal or governmental actions which would prohibit
the purchase or if a material adverse change occurs with respect to the
Partnership or its business (including extraordinary distributions by, or change
in control of, the Partnership). Subsequent to the Expiration Date and prior to
payment for the Units, we will not be obligated to purchase any Units if a legal
or governmental action would prohibit the purchase.

         The Purchaser and the Co-Bidders have not engaged a Depositary for the
Offer. Tendered Units will be received by the Purchaser and submitted by the
Purchaser to the transfer agent for the Partnership for transfer, and the
Purchaser will hold the funds necessary to pay Unitholders for purchased Units
upon transfer of the Units to the Purchaser. Unitholders should note that a
bankruptcy event affecting the Purchaser or one or more of the other Co-Bidders
could delay or frustrate payment for purchased Units. The Purchaser and the
Co-Bidders have chosen not to engage a Depositary because affiliates of the
Purchaser have substantial experience in transferring limited partnership
interests, as well as to minimize the costs of the Offer. The Purchaser does not
believe that the absence of a Depositary will result in any delay in
effectuating transfers.

         Other Terms. Except as modified as described above, the terms of the
Offer and other information set forth in the Offer to Purchase continue in full
force and effect.

March 19, 2002

MADISON LIQUIDITY INVESTORS 117, LLC