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
Sections 13 and 15(d) of the Securities Exchange Act of 1934.
Commission File Number 0-16728
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
7 Bulfinch Place, Suite 500
P.O. Box 9507
Boston, Massachusetts 02114
(617) 570-4600
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Units of Limited Partnership Interest
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(Title of each class of securities covered by this Form)
None
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(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) |X|
Rule 12g-4(a)(1)(ii) |_|
Rule 12g-4(a)(2)(i) |_|
Rule 12g-4(a)(2)(ii) |_|
Rule 12h-3(b)(1)(i) |_|
Rule 12h-3(b)(1)(ii) |_|
Rule 12-h-3(b)(2)(i) |_|
Rule 12h-3(b)(2)(ii) |_|
Rule 15d-6 |_|
Approximate number of holders of record as of the certification or notice
date: None
Pursuant to the requirements of the Securities Exchange Act of Fairfield
Inn by Marriott Limited Partnership has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
DATE: May 1, 2006 By: AP-Fairfield GP LLC
its General Partner
By: AP-Fairfield Manager Corp.
Manager
By: /s/ Peter Braverman
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Peter Braverman
Executive Vice President
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulation under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall 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.
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