SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-Q~~D.C. 20549

xFORM ~~QUARTERLY~~10-Q ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.~~

~~For~~x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~September~~SECTION ~~12,~~13 ~~2003~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

ORFor the quarterly period ended September 10, 2004.

~~¨ TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Commission~~¨ ~~File~~TRANSITION ~~No.~~REPORT ~~0-16728~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~COURTYARD~~Commission BYFile ~~MARRIOTT~~No. II0-16728 ~~LIMITED PARTNERSHIP~~

~~(Exact~~COURTYARD ~~Name~~BY ofMARRIOTT ~~Registrant~~II asLIMITED ~~Specified~~PARTNERSHIP ~~in Its Charter)~~

Delaware		52-1533559
(State of Incorporation)		(I.R.S. Employer Identification No.)
6903 Rockledge Drive, Suite 1500, Bethesda, Maryland		20817
(Address of Principal Executive Offices)		(Zip Code)

(Exact Name of Registrant as Specified in Its Charter)

(240) 744-1000


Delaware		52-1533559
(State of Incorporation)		(I.R.S. Employer Identification No.)

6903 Rockledge Drive, Suite 1500, Bethesda, Maryland		20817
(Address of Principal Executive Offices)		(Zip Code)

(~~Registrant’s telephone number, including area code~~240) 744-1000

~~Indicate by check mark whether the registrant is an accelerated filer~~ (asRegistrant’s ~~defined~~telephone innumber, ~~Rule~~including ~~12b-2~~area ~~of the Exchange Act~~code) ~~¨ Yes x No~~

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~an ~~filed~~accelerated ~~all~~filer ~~reports~~(as ~~required~~defined toin beRule ~~filed~~12b-2 ~~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. x Yes~~ ¨ Yes x No

~~The~~Indicate ~~registrant~~by ~~had~~check mark whether the registrant (1~~,470~~) ~~units~~has offiled ~~its~~all ~~common~~reports ~~limited~~required ~~partnership~~to ~~units~~be ~~outstanding~~filed asby Section 13 or 15(d) of ~~October~~the Securities 27Exchange Act of 1934 during the preceding 12 months, ~~2003~~and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

~~INDEX~~The registrant had 1,470 units of its common limited partnership units outstanding as of October 20, 2004.

PARTTable I.of FINANCIAL INFORMATION Contents

		Page No.
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets-September 12, 2003 and December 31, 2002	1
	Condensed Consolidated Statements of Operations-Quarter Ended and Year-to-Date September 12, 2003 and September 6, 2002	2
	Condensed Consolidated Statements of Cash Flows-Year-to-Date September 12, 2003 and September 6, 2002	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	10
Item 4.	Controls and Procedures	11
PART II. OTHER INFORMATION AND SIGNATURE
Item 6.	Exhibits	11

INDEX

COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP


		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets- September 10, 2004 and December 31, 2003	1

	Condensed Consolidated Statements of Operations- Quarter Ended and Year-to-Date Ended September 10, 2004 and September 12, 2003	2

	Condensed Consolidated Statements of Cash Flows- Year-to-Date Ended September 10, 2004 and September 12, 2003	3

	Notes to Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	7

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11

Item 4.	Controls and Procedures	11

PART II. OTHER INFORMATION AND SIGNATURE

Item 6.	Exhibits	13

CONDENSEDTable CONSOLIDATEDof BALANCE SHEETS Contents

~~(in~~ ~~thousands)~~COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP

	September12, 2003			December31, 2002
	(unaudited)
ASSETS
Property and equipment, net	$	392,360		$	401,776
Deferred financing costs, net of accumulated amortization		6,888			7,975
Due from Courtyard Management Corporation		7,533			6,387
Other assets		6			1
Property improvement fund		43,219			39,396
Restricted cash		24,371			20,969
Cash and cash equivalents		2,736			8,051
	$	477,113		$	484,555
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Debt	$	415,564		$	429,278
Management fees due to Courtyard Management Corporation		59,621			53,142
Due to Marriott International, Inc. and its affiliates		11,632			8,594
Accounts payable and accrued liabilities		11,785			13,450
Total Liabilities		498,602			504,464
General Partner		8,821			8,900
Limited Partners		(30,310	)		(28,809	)
Total Partners’ Deficit		(21,489	)		(19,909	)
	$	477,113		$	484,555

CONDENSED CONSOLIDATED BALANCE SHEETS

~~See~~(unaudited, ~~notes to condensed~~in ~~consolidated~~thousands) ~~financial statements.~~


	September 10, 2004			December 31, 2003
ASSETS
Property and equipment, net	$	405,134		$	387,339
Deferred financing costs, net		5,316			6,404
Due from Courtyard Management Corporation		8,946			5,103
Other		3			1
Property improvement fund		26,308			46,532
Restricted cash		21,790			17,227
Cash and cash equivalents		3,921			7,145

Total assets	$	471,418		$	469,751

LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Debt	$	393,622		$	408,397
Management fees due to Courtyard Management Corporation		67,380			61,127
Ground rent		14,274			3,557
Accrued ground rent		8,254			8,336
Accounts payable and accrued liabilities		11,268			13,409

Total liabilities		494,798			494,826

General partners		8,727			8,642
Limited partners		(32,107	)		(33,717	)

Total partners’ deficit		(23,380	)		(25,075	)

Total liabilities and partners’ capital (deficit)	$	471,418		$	469,751

~~COURTYARD~~See BYnotes ~~MARRIOTT~~to ~~II LIMITED~~condensed ~~PARTNERSHIP~~consolidated financial statements.

~~CONDENSED~~1 ~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

(unaudited,Table inof thousands, except unit and per unit amounts) Contents

	Quarter Ended						Year-to-Date
	September 12, 2003			September 6, 2002			September 12, 2003			September 6, 2002
REVENUES
Rooms	$	52,599		$	55,372		$	157,412		$	165,108
Food and beverage		3,578			3,378			10,540			10,369
Other		839			1,260			2,775			3,855
Total revenues		57,016			60,010			170,727			179,332
OPERATING COSTS AND EXPENSES
Rooms		12,524			12,684			36,495			37,177
Food and beverage		3,060			2,866			8,823			8,636
Selling, administrative and other		15,977			15,767			47,485			46,217
Depreciation		5,760			5,934			17,527			18,074
Ground rent		2,850			2,884			8,453			8,552
Property taxes		2,761			2,821			8,319			8,459
Partnership expense		191			284			743			778
Insurance and other		505			546			1,502			1,568
Management fees		5,279			5,879			16,184			17,865
Total operating costs and expenses		48,907			49,665			145,531			147,326
OPERATING PROFIT		8,109			10,345			25,196			32,006
Interest expense		(8,704	)		(9,047	)		(26,995	)		(27,469	)
Interest income		57			183			219			416
NET INCOME (LOSS)	$	(538	)	$	1,481		$	(1,580	)	$	4,953
ALLOCATION OF NET INCOME (LOSS)
General Partner	$	(27	)	$	74		$	(79	)	$	248
Limited Partners		(511	)		1,407			(1,501	)		4,705
	$	(538	)	$	1,481		$	(1,580	)	$	4,953
NET INCOME (LOSS) PER LIMITED PARTNER UNIT (1,470 Units)	$	(348	)	$	957		$	(1,021	)	$	3,201

COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP

~~See~~CONDENSED ~~notes~~CONSOLIDATED toSTATEMENTS ~~condensed consolidated~~OF ~~financial~~OPERATIONS ~~statements.~~

2(unaudited, in thousands, except unit and per unit amounts)

COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP


	Quarter ended						Year-to-date ended
	September 10, 2004			September 12, 2003			September 10, 2004			September 12, 2003
REVENUES
Rooms	$	55,874		$	52,941		$	165,264		$	158,239
Food and beverage		3,515			3,578			10,875			10,540
Other		578			839			2,010			2,775

Total revenues		59,967			57,358			178,149			171,554

OPERATING COSTS AND EXPENSES
Rooms		13,891			12,866			40,702			37,322
Food and beverage		3,144			3,060			9,280			8,823
Selling, administrative and other		16,661			15,977			49,538			47,485
Management fees		5,551			5,279			16,533			16,184
Depreciation		5,271			5,760			16,310			17,527
Ground rent		3,027			2,850			8,797			8,453
Property taxes		2,578			2,761			7,837			8,319
Insurance and other		364			505			1,379			1,502
Partnership expense		181			191			638			743

Total operating costs and expenses		50,668			49,249			151,014			146,358

OPERATING PROFIT		9,299			8,109			27,135			25,196
Interest expense		(8,307	)		(8,704	)		(25,597	)		(26,995	)
Interest income		64			57			157			219

NET INCOME (LOSS)	$	1,056		$	(538	)	$	1,695		$	(1,580	)

ALLOCATION OF NET INCOME (LOSS)
General partners	$	53		$	(27	)	$	85		$	(79	)
Limited partners		1,003			(511	)		1,610			(1,501	)

	$	1,056		$	(538	)	$	1,695		$	(1,580	)

NET INCOME (LOSS) PER LIMITED PARTNER UNIT (1,470 Units)	$	682		$	(348	)	$	1,095		$	(1,021	)

~~CONDENSED~~See ~~CONSOLIDATED~~notes ~~STATEMENTS~~to OFcondensed consolidated ~~CASH~~financial ~~FLOWS~~statements.

~~(unaudited,~~2 ~~in thousands)~~

	Year-to-Date
	September 12, 2003			September 6, 2002
OPERATING ACTIVITIES
Net income (loss)	$	(1,580	)	$	4,953
Depreciation expense		17,527			18,074
Amortization of deferred financing costs as interest expense		1,087			1,088
Straight-line rent adjustment		(82	)		(82	)
Changes in operating accounts:
Due from Courtyard Management Corporation		(1,146	)		229
Other assets		(5	)		(10	)
Management fees due to Courtyard Management Corporation		6,479			7,104
Due to Marriott International, Inc. and its affiliates		3,120			—
Accounts payable and accrued liabilities		(1,665	)		(1,745	)
Cash provided by operating activities		23,735			29,611
INVESTING ACTIVITIES
Additions to property and equipment, net		(8,111	)		(3,850	)
Contributions to the property improvement fund		(11,097	)		(11,657	)
Distributions from the property improvement fund		7,274			3,077
Cash used in investing activities		(11,934	)		(12,430	)
FINANCING ACTIVITIES
Repayments of debt		(13,714	)		(12,723	)
Increase in restricted cash		(3,402	)		(2,302	)
Capital distributions		—			(9,856	)
Cash used in financing activities		(17,116	)		(24,881	)
DECREASE IN CASH AND CASH EQUIVALENTS		(5,315	)		(7,700	)
CASH AND CASH EQUIVALENTS at beginning of period		8,051			10,489
CASH AND CASH EQUIVALENTS at end of period	$	2,736		$	2,789
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	29,259		$	30,313

~~See~~ COURTYARD ~~notes~~BY toMARRIOTT ~~condensed consolidated~~II ~~financial~~LIMITED ~~statements.~~PARTNERSHIP

3CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~COURTYARD~~(unaudited, BYin ~~MARRIOTT~~thousands) ~~II LIMITED PARTNERSHIP~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Year-to-date ended
	September 10, 2004			September 12, 2003
OPERATING ACTIVITIES
Net income (loss)	$	1,695		$	(1,580	)
Depreciation expense		16,310			17,527
Amortization of deferred financing costs as interest expense		1,088			1,087
Straight-line ground rent adjustment		(82	)		(82	)
Changes in operating accounts:
Due from Courtyard Management Corporation		(3,843	)		(1,146	)
Other		(2	)		(5	)
Management fees due to Courtyard Management Corporation		6,253			6,479
Ground rent		10,717			3,120
Accounts payable and accrued liabilities		(2,141	)		(1,665	)

Cash provided by operating activities		29,995			23,735

INVESTING ACTIVITIES
Additions to property and equipment, net		(34,105	)		(8,111	)
Contributions to the property improvement fund		(11,571	)		(11,097	)
Distributions from the property improvement fund		31,795			7,274

Cash used in investing activities		(13,881	)		(11,934	)

FINANCING ACTIVITIES
Repayment of principal		(14,775	)		(13,714	)
Change in restricted cash		(4,563	)		(3,402	)

Cash used in financing activities		(19,338	)		(17,116	)

DECREASE IN CASH AND CASH EQUIVALENTS		(3,224	)		(5,315	)
CASH AND CASH EQUIVALENTS at beginning of period		7,145			8,051

CASH AND CASH EQUIVALENTS at end of period	$	3,921		$	2,736

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	28,112		$	29,259

~~(unaudited)~~See notes to condensed consolidated financial statements.

1.3 ~~Organization~~

CourtyardTable by Marriott II Limited Partnership, a Delaware limited partnership, was formed on August 31, 1987 to acquire and own 70 Courtyard by Marriott hotels and the land on which certain of the hotels are located. The hotels are located in 29 states in the United States and are managed as part of the Courtyard by Marriott hotel system by Courtyard Management Corporation, or the manager, a wholly owned subsidiary of Marriott International, Inc., or MII. Contents

~~All~~COURTYARD ofBY ~~our~~MARRIOTT ~~partnership~~II ~~units are owned by CBM Joint Venture LLC, or the~~LIMITED ~~Courtyard~~PARTNERSHIP ~~JV, a joint venture between subsidiaries of Host Marriott, L.P. and MII.~~

2. NOTES ~~Summary~~TO ofCONDENSED ~~Significant~~CONSOLIDATED ~~Accounting~~FINANCIAL ~~Policies~~STATEMENTS

We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America, or GAAP, in the accompanying (unaudited) condensed consolidated financial statements. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited, condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2002.

In our opinion, the accompanying unaudited, condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of September 12, 2003 and the results of our operations for the quarter ended and year-to-date September 12, 2003 and September 6, 2002 and cash flows for year-to-date September 12, 2003 and September 6, 20021. ~~Interim results are not necessarily indicative of full-year performance because of the impact of seasonal and short-term variations.~~ Organization

~~Certain~~Courtyard ~~reclassifications~~by ~~were~~Marriott ~~made~~II toLimited Partnership, a Delaware limited partnership, owns 70 Courtyard by Marriott hotels and the ~~prior~~land ~~period~~on ~~financial~~which ~~statements~~certain toof ~~conform~~the tohotels are located. The hotels are located in 29 states and are managed as part of the ~~current~~Courtyard ~~presentation~~by Marriott hotel system by Courtyard Management Corporation, or the manager, a wholly owned subsidiary of Marriott International, Inc., or MII.

~~Our~~All ~~quarterly~~of ~~results~~our ~~are~~partnership ~~reported~~units onare aindirectly ~~quarterly~~owned ~~schedule that is used~~ by ~~MII.~~CBM ~~MII’s year~~Joint ~~ends~~Venture onLLC, ~~the Friday closest to December 31 and reflects twelve weeks of operations in the first three quarters of the year and sixteen~~ or ~~seventeen weeks of operations for~~ the ~~fourth~~Courtyard ~~quarter~~JV, ~~of the year. As~~ a ~~result,~~joint inventure ~~any~~between ~~given~~subsidiaries ~~quarter,~~of ~~quarter-over-quarter~~Host ~~results will cover different calendar dates (but the same number of days~~Marriott, ~~other~~L.P. ~~than~~and ~~in a year with a 17-week fourth quarter such as fiscal year 2002)~~MII.

~~Principles~~2. Summary of ~~Consolidation~~Significant Accounting Policies

We ~~consolidate~~have ~~entities~~condensed ~~(in~~or ~~the~~omitted ~~absence~~certain ofinformation ~~other~~and ~~factors~~footnote ~~determining~~disclosures ~~control)~~normally ~~when~~included wein ~~own~~financial ~~over~~statements ~~50%~~presented ofin ~~the~~accordance ~~voting~~with ~~shares~~U.S. ofgenerally ~~another~~accepted accounting ~~company~~principles, or GAAP, in the ~~case~~accompanying ofunaudited ~~partnership investments,~~condensed ~~when~~consolidated wefinancial ~~own a majority of the general partnership interest~~statements. ~~The~~We ~~control~~believe ~~factors we consider include~~ the ~~ability~~disclosures ofmade ~~minority~~are ~~shareholders~~adequate ~~or other partners~~ to ~~participate~~prevent inthe orinformation ~~block~~presented ~~management~~from ~~decisions~~being misleading. ~~Additionally~~However, ifthe weunaudited, ~~determine~~condensed ~~that~~consolidated wefinancial ~~are~~statements anshould ~~owner~~be read in aconjunction ~~variable~~with ~~interest entity within~~ the ~~meaning~~consolidated offinancial ~~Financial~~statements ~~Accounting~~and ~~Standards~~notes ~~Board~~thereto ~~(“FASB”)~~included ~~Interpretation~~in ~~No. 46, “Consolidation of Variable Interest Entities,” and that~~ our ~~variable~~annual ~~interest~~report ~~will absorb~~on aForm ~~majority~~10-K offor the ~~entity’s~~year ~~expected~~ended ~~losses~~December ~~if they occur~~31, ~~receive a majority of the entity’s expected residual returns if they occur, or both, then we will consolidate the entity~~2003. ~~All material intercompany transactions and balances have been eliminated.~~

4In our opinion, the accompanying unaudited, condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of September 10, 2004 and the results of our operations for the quarter and year-to-date periods ended September 10, 2004 and September 12, 2003 and cash flows for the year-to-date periods ended September 10, 2004 and September 12, 2003. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations.

~~COURTYARD~~Our BYquarterly ~~MARRIOTT~~results IIare ~~LIMITED~~reported on a quarterly schedule that is used by MII. MII’s ~~PARTNERSHIP~~year ends on the Friday closest to December 31 and reflects twelve weeks of operations in the first three quarters of the year and sixteen or seventeen weeks of operations for the fourth quarter of the year. As a result, in any given quarter, quarter-over-quarter results will cover different calendar dates (but the same number of days, except for a year with a 17-week fourth quarter, such as fiscal year 2002).

~~NOTES~~Certain TOreclassifications ~~CONDENSED~~were ~~CONSOLIDATED FINANCIAL~~made ~~STATEMENTS~~to the prior year financial statements to conform to the current presentation.

~~(unaudited)~~Principles of Consolidation

3We consolidate entities (in the absence of other factors determining control) when we own over 50% of the voting shares of another company or, in the case of partnership investments, when we own a majority of the general partnership interest. ~~Restricted~~The ~~Cash~~control factors we consider include the ability of minority shareholders or other partners to participate in or block management decisions. Additionally, if we determine that we have variable interests in a variable interest entity within the meaning of Financial Accounting Standards Board Revised Interpretation No. 46, “Consolidation of Variable Interest Entities,” and that our variable interest will absorb a majority of the entity’s expected losses if they occur, receive a majority of the entity’s expected residual returns if they occur, or both, then we will consolidate the entity. All material intercompany transactions and balances have been eliminated.

WeAccrued ~~are~~Ground ~~required~~Rent to establish certain escrow reserves pursuant to the terms of our debt and management agreements. The balances in those reserves as of September 12, 2003 and December 31, 2002 are as follows (in thousands):

	September 12, 2003		December 31, 2002
Debt service reserve (1)	$	3,099	$	6,848
Supplemental debt service reserve		1,427		1,416
Real estate tax and insurance reserve		8,500		7,700
Deposit reserve required by the multi-class commercial mortgage pass-through certificates		6,342		3
Working capital reserve		5,003		5,002
	$	24,371	$	20,969

We record ground rent expense on a straight-line basis over the term of the leases. The excess of the rent expense recognized over the cash payments contractually due pursuant to the underlying lease agreement is included as “accrued ground rent” on the accompanying balance sheets. Currently, the cash payments contractually due are in excess of the amounts recognized as rent expense, which reduces the accrued ground rent liability.

~~(1)~~4 We used approximately $5.7 million of the reserve of $6.8 million at December 31, 2002 towards the semi-annual payment on our senior notes due on February 3, 2003. We are obligated to replenish these amounts in the future to the extent we have Consolidated Excess Cash Flow, as defined in the senior notes indenture. We replenished approximately $2.0 million of the reserve in the third quarter 2003.

4.Table Amountsof Paid to the General Partner and Marriott International, Inc.Contents

~~The~~COURTYARD ~~chart~~BY ~~below~~MARRIOTT ~~summarizes~~II ~~amounts~~LIMITED PARTNERSHIP ~~paid or received by us to our general partner and MII (in thousands).~~

	Year-to-Date
	September 12, 2003			September 6, 2002
Marriott International, Inc.:
Base management fee (1)	$	5,639		$	6,277
Chain services and Marriott Rewards Program		4,976			5,585
Courtyard by Marriott system fee		4,268			4,483
Marketing fund contribution		3,649			3,728
Ground rent (2)		5,351			6,980
Ground rent refunds received		(1,207	)		—
	$	22,676		$	27,053
General Partner:
Administrative expenses reimbursed	$	318		$	585

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1unaudited) ~~We have deferred $.3 million of base management fees in 2003 year-to-date.~~

~~(2) We have deferred $1~~3.1 ~~million~~Restricted ~~of ground lease payments in 2003 year-to-date.~~Cash

5We are required to establish certain escrow reserves pursuant to the terms of our debt and management agreements. The balances in those reserves were as follows (in thousands):

COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP


	September 10, 2004		December 31, 2003
Debt service reserve ⁽¹⁾	$	—	$	3,099
Supplemental debt service reserve		1,441		1,431
Real estate tax and insurance reserve		8,350		7,692
Deposit reserve required by the multi-class commercial mortgage pass-through certificates ⁽²⁾		6,996		3
Working capital reserve		5,003		5,002

	$	21,790	$	17,227

~~ITEM~~(1) We used approximately $1.4 million and $2.4 ~~MANAGEMENT’S~~million ~~DISCUSSION~~of ~~AND~~the ~~ANALYSIS~~reserve OFto ~~FINANCIAL~~make ~~CONDITION~~a ~~AND~~portion ~~RESULTS~~of OFthe ~~OPERATIONS~~semi-annual payment on our senior notes due on February 2, 2004 and August 2, 2004, respectively. We are obligated to replenish these amounts in the future to the extent we have Consolidated Excess Cash Flow, as defined in the senior notes indenture.

~~Forward~~(2) ~~Looking~~Represents ~~Statements~~operations revenue retained by a lender in accordance with the partnership debt agreements. The lender, in turn, pays the partnership’s debt services, real estate tax, insurance, management fees and ground lease payments on a monthly basis. The lender made payments for these items of approximately $7.0 million on September 27, 2004.

~~This discussion includes forward-looking statements about our business and operations~~4. WeAmounts ~~identify~~Earned ~~forward-looking~~By statements in this report by using words or phrases such as “believe,” “expect,” “may be,” “intend,” “predict,” “project,” “plan,” “objective,” “will be,” “should,” “estimate,” or “anticipate,” or similar expressions. Forward-looking statements are not guarantees of future performance and ~~involve~~Owed ~~known and unknown risks, uncertainties and other factors which may cause the actual results~~ to ~~differ~~Related materially from these anticipated at the time the forward-looking statements are made. These risks and uncertainties include those risk factors discussed in our annual report on Form 10-K for the year ended December 31, 2002 and in other filings with the Securities and Exchange Commission, or the SEC. Although we believe the expectations reflected in such 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 report to conform the statement to actual results on changes in our expectations. Parties

~~Overview~~The chart below summarizes amounts earned by related parties (in thousands):

Courtyard by Marriott II Limited Partnership, a Delaware limited partnership, is the owner of 70 Courtyard by Marriott hotels, which operate in the upscale segment of the lodging industry. All of our limited and general partner interests are indirectly owned by CBM Joint Venture LLC, a joint venture between Host Marriott, L.P., and certain of its subsidiaries and a subsidiary of MII.


	Quarter ended				Year-to-date ended
	September 10, 2004		September 12, 2003		September 10, 2004		September 12, 2003
Marriott International, Inc. and affiliates:
Base management fee	$	2,099	$	1,996	$	6,231	$	5,976
Chain services and Marriott Rewards Program		2,377		2,045		7,260		5,804
Courtyard by Marriott management fee		1,499		1,425		4,450		4,268
Marketing fund contribution		1,118		1,052		3,303		3,148
Incentive management fee		1,953		1,858		5,852		5,940
Ground rent ⁽¹⁾		2,562		2,403		7,429		7,124

	$	11,608	$	10,779	$	34,525	$	32,260

Host Marriott, L.P.:
Administrative expenses	$	172	$	163	$	507	$	491

~~Our~~(1) ~~results~~Does ofnot ~~operations primarily~~include ~~represent~~ground ~~hotel-level~~rent ~~sales,~~for ~~which~~seven ~~are~~hotels ~~room,~~leased ~~food~~to ~~and~~unrelated ~~beverage~~parties and ~~other~~does ~~ancillary~~not ~~income~~include ~~such~~an asadjustment ~~telephone,~~in ~~meeting~~both ~~room~~years ~~central and other guest services. Operating expenses consist~~ of ~~the~~approximately ~~costs~~$27,000 toper ~~provide~~quarter ~~these~~decreasing ~~services~~ground asrent ~~well~~expense ~~as depreciation,~~in ~~management~~accordance ~~fees,~~with ~~real~~the ~~and~~straight ~~personal~~line ~~property~~method ~~taxes,~~required ~~ground~~under ~~rent,~~GAAP. ~~equipment~~See ~~rent,~~Note ~~property insurance and other costs~~2.

A5 significant component of the cost of owning and operating hotels is fixed in nature and does not necessarily decrease when there is a reduction in property revenues. As a result, a change in revenues may result in a greater percentage change in our earnings and cash flows. In response to the decline in the operations of our hotels, we have been working with our hotel manager to achieve certain cost reductions at the properties. We believe that these efforts have slowed the decline in our operating margins. In 2003, our operating margin has continued to decrease from comparable periods in 2002 due to declining revenues as a result of the effect on travel of such factors as the weak economy, the war in Iraq, terrorist threat levels and because certain of our costs such as insurance, utilities, wages and benefits have increased at a rate greater than inflation.

OurTable quarterly results are reported on a quarterly schedule that is used by MII. MII’s fiscal year ends on the Friday closest to December 31 and reflects twelve weeks of operations in the first three quarters of the year and sixteen or seventeen weeks of operations for the fourth quarter of the year. As a result, in any given quarter, quarter-over-quarter results will cover different calendar dates (but the same number of days, other than in a year with a 17-week fourth quarter such as fiscal year 2002). Contents

~~Operating~~COURTYARD ~~Statistics~~BY MARRIOTT II LIMITED PARTNERSHIP

WeNOTES ~~use~~TO aCONDENSED ~~measure common in the industry to evaluate the operations of a hotel, room revenue per available room, or RevPAR. RevPAR is defined as the product of the average~~CONSOLIDATED ~~daily~~FINANCIAL ~~room~~STATEMENTS rate charged and the average daily occupancy achieved. RevPAR does not include food and beverage or other ancillary revenues such as parking, telephone, or other guest services generated by the property. Our reported hotel operating statistics (i.e., RevPAR, average daily rate and average occupancy) for the quarters ended September 12, 2003 and September 6, 2002 reflect results for the twelve-week periods from June 21, 2003 to September 12, 2003 and June 15, 2002 to September 6, 2002, respectively.

~~Our~~(unaudited) reported hotel operating statistics for year-to-date September 12, 2003 and year-to-date September 6, 2002 reflect results for the thirty-six week periods from January 4, 2003 to September 12, 2003 and December 29, 2001 to September 6, 2002, respectively.

6In addition, the following amounts are due to/from related parties (in thousands):

COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP


	September 10, 2004		December 31, 2003
Marriott International, Inc. and affiliates:
Due to:
Base management fees	$	7,394	$	7,394
Incentive management fees		36,959		31,107
Courtyard by Marriott management fees		23,027		22,626
Ground rent		14,274		3,557

	$	81,654	$	64,684

Due from:
Current operations receivable	$	3,643	$	901
Working capital		4,202		4,202

	$	7,845	$	5,103

Host Marriott, L.P.:
Due to:
Administrative expenses (included in “Accounts payable and accrued liabilities” on the balance sheet)	$	57	$	53

~~RESULTS~~With OFthe ~~OPERATIONS~~exception of approximately $0.2 million currently payable for Courtyard by Marriott management fees and approximately $0.9 million currently payable for ground rent, the remaining portion of the approximately $82 million due to MII and its affiliates on September 10, 2004 is payable only to the extent cash flow exceeds debt service and a specified return to our partners, in accordance with our management, loan and ground lease agreements.

~~Financial~~6 ~~Performance~~

2003Table Comparedof to 2002 Contents

~~Hotel Revenues.~~COURTYARD ~~Hotel~~BY ~~revenues~~MARRIOTT ~~for~~II ~~the~~LIMITED ~~third~~PARTNERSHIP quarter of 2003 decreased by $3.0 million, or 5.0%, to $57.0 million compared to the same period in 2002. Year-to-date 2003, hotel revenues decreased by $8.6 million, or 4.8%, to $170.7 million, from the same period in 2002. This decrease in hotel revenues for the third quarter and year-to-date 2003 is primarily due to a decrease in room revenues. The results reflect the continued weakness for our segment of the lodging industry primarily due to the continued low levels of business travel. Additionally, increased competition resulting from lower room rates at many of the full-service hotels that operate in our markets have placed many of our hotels at a competitive disadvantage.

~~Operating~~ITEM ~~Costs and Expenses~~2. ~~Operating~~Management’s ~~costs~~discussion and ~~expenses~~analysis ~~for the third quarter~~ of ~~2003~~ ~~decreased~~financial bycondition ~~$.8 million, or 1.5% compared to the same period in 2002. For year-to-date, the operating costs~~ and ~~expenses~~results ~~decreased by $1.8 million, or 1.2% when compared to the same period in 2002. Our costs decreased primarily as a result~~ of a decrease in rooms’ expenses related to lower occupancy, as well as a decrease in management fees related to decreased hotel revenues and operating profit. These decreases in rooms’ expenses do not fully offset the declines in revenues related to decreases in occupancy at our hotels, and, as a result, operating margins declined as detailed below. operations

~~Operating~~Forward ~~Profit.~~Looking ~~Operating~~Statements profit for the third quarter of 2003 declined by $2.2 million compared to the third quarter 2002. For year-to-date 2003, operating profit decreased $6.8 million compared to the same period in 2002. Operating profit represented 14.2% of total revenues for the third quarter of 2003 and 17.2% for the third quarter of 2002. Year-to-date operating profit represented 14.8% and 17.8%, respectively, of total revenues for 2003 and 2002.

~~Net~~This ~~Income~~discussion ~~(Loss)~~includes forward-looking statements about our business and operations. We identify forward-looking statements in this report by using words or phrases ~~Net~~such ~~loss~~as of“believe,” $“expect,” “may be,” “intend,” “predict,” “project,” “plan,” “objective,” “will be,” “should,” “estimate,” or “anticipate,” or similar expressions.5 ~~million~~Forward-looking ~~for~~statements ~~the~~are ~~third~~not ~~quarter~~guarantees of ~~2003~~future ~~represents~~performance aand ~~decrease~~involve ofknown ~~$2.0~~and ~~million~~unknown ~~when~~risks, ~~compared~~uncertainties and other factors which may cause the actual results to differ materially from these anticipated at the ~~same~~time ~~period~~the inforward-looking ~~2002~~statements are made. ~~For~~These ~~year~~risks and uncertainties include those risk factors discussed in our Annual Report on Form 10-~~to-date~~K ~~2003~~for the year ended December 31, ~~operations~~2003 ~~resulted~~and in aother ~~net~~filings ~~loss~~with ofthe $1Securities and Exchange Commission.6 ~~million~~Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, ~~compared~~we tocan ~~net~~give ~~income~~no ofassurance ~~$5.0~~that ~~million~~we will attain these expectations or that any deviations will not be ~~for~~material. Except as otherwise required by the ~~same~~federal ~~period~~securities inlaws, ~~2002.~~we ~~The~~disclaim ~~decrease~~any isobligations aor ~~result~~undertaking ofto publicly release any updates or revisions to any forward-looking statement contained in this report to conform the ~~factors~~statement ~~discussed~~to actual ~~above~~results or changes in our expectations.

~~Lodging~~Quarterly ~~Performance~~ Summary

~~The~~Courtyard ~~current~~by ~~operating~~Marriott ~~environment~~II ~~for~~Limited ~~our hotels~~Partnership, ~~remains challenging as~~ a ~~result~~Delaware ~~of lower levels of demand and an increase in supply~~limited partnership, ~~particularly~~is ~~within~~ the ~~markets~~owner ~~in which we operate. The combination~~ of ~~these~~70 ~~factors~~Courtyard ~~has~~by ~~caused~~Marriott ahotels ~~decline~~located in ~~RevPAR~~29 ~~and~~states ~~operating~~in ~~profits~~suburban ~~for~~areas ~~our~~near ~~portfolio. We~~office ~~believe~~parks ~~the~~or ~~remainder~~other ofbusiness ~~2003~~districts ~~will~~and beoperate ~~difficult with continuing declines~~ in ~~revenue and flat to declining RevPAR. For~~ the ~~third~~upscale ~~quarter~~sector of ~~2003, RevPAR for our hotels decreased 5.0% when compared to~~ the ~~same~~lodging ~~period in 2002~~industry. ~~The~~For ~~decline is the result of~~ a ~~decrease~~general inoverview ~~average occupancy~~ of ~~2.6~~our ~~percentage~~business, ~~points~~see our ~~and~~Annual ~~the~~Report ~~decline~~on inForm ~~average room rates of 1~~10-K.~~5%.~~

The ~~changes~~steady inimprovement ~~RevPAR reflect a decline~~ in ~~operations in most regions for~~ the ~~quarter~~overall ~~and~~economy during ~~year-to-date. For~~ the ~~year,~~last ~~the~~twelve ~~South~~months ~~Central region~~ has ~~suffered~~resulted ~~the most significant decline~~ in ~~RevPAR,~~improved ~~down~~lodging ~~5.8%~~demand ~~for~~during the ~~quarter~~first ~~and~~three ~~9.0%~~quarters ~~year-to-date~~of ~~2003. For~~ the ~~third~~year. ~~quarter~~Additionally, ~~the~~our ~~Northeast~~industry ~~and~~outlook ~~Midwest~~for ~~regions~~the ~~had~~fourth ~~RevPAR~~quarter ~~declines~~ of ~~2.7%~~2004 ~~and~~continues 5to remain favorable.~~0%,~~ ~~respectively~~Historically, ~~when~~lodging ~~compared~~demand toin ~~prior~~the United ~~year,~~States ~~while~~correlates ~~year-~~to~~-date,~~ ~~these regions~~U.S. ~~are~~Gross ~~only~~Domestic ~~down~~Product ~~4.1%~~(GDP) ~~and 2.2%~~growth, ~~respectively,~~with ~~2003~~typically ~~compared~~a one-to-two ~~2002.~~quarter ~~The~~lag ~~declines~~period ~~are~~especially ~~due~~within to the ~~overall~~upscale ~~decrease~~sectors ~~in business travel as a result~~ of the ~~weak~~lodging ~~economy and a decrease in leisure travel in certain markets~~industry. ~~The~~Given ~~South Central region continues to be affected by~~ the ~~difficult~~GDP ~~economic~~forecasts ~~conditions in Dallas. The Southeast~~ and ~~Western regions had a decrease in RevPAR, for~~ the ~~quarter,~~level of ~~4.4%~~corporate profits and capital ~~8.1%~~investment, ~~respectively,~~we ~~and~~expect ~~had declines of 1.5% and 7.5% respectively, year-~~to~~-date.~~ ~~We anticipate~~see ~~that~~further ~~there will be continued pressure on room rates and occupancy levels throughout the United States until economic growth improves, driving~~ increases in ~~lodging~~business-related ~~demand,~~travel ~~particularly~~for ~~among~~full ~~individual~~year ~~business travelers~~2004.

7As lodging demand continues to grow, we believe that our hotels will continue to experience increasing revenues, although increased competition as a result of supply growth in the markets we operate in will impact our growth in revenues. Further, we believe that the reduction in rooms available as a result of the scheduled repositionings at 29 of our hotels this year will affect our operating performance. See “LIQUIDITY AND CAPITAL RESOURCES—Capital Expenditures” for more information.

~~COURTYARD~~For BYthe ~~MARRIOTT~~third IIquarter ~~LIMITED~~of ~~PARTNERSHIP~~2004, RevPAR increased 6.2% as a result of a 3.8% increase in average room rate and a 1.6 percentage point increase in average occupancy. Year-to-date RevPAR increased 4.9% with a 2.2% increase in average room rate and a 1.9 percentage point increase in average occupancy. RevPAR is defined as the product of the average daily room rate charged and the average daily occupancy achieved and is generally considered the leading indicator of revenues for hotels. Improvements in RevPAR during the first quarter of 2004 were primarily driven by increases in occupancy at our hotels, but in the second and third quarters we also experienced increases in room rates. Increases in occupancy at a hotel typically lead to increases in ancillary revenues, such as food and beverage and other hotel revenues, as well as additional incremental costs (including housekeeping services, utilities and room amenity costs). RevPAR increases which result from higher room rates, however, would not result in these additional room-related costs. For this reason, while operating profit may increase when RevPAR increases as the result of occupancy gains, RevPAR increases resulting from higher room rates generally have a greater impact on our profitability. We assess profitability by measuring changes in our operating margins, which is operating profit as a percentage of total revenues. RevPAR increases thus far in 2004 have been largely offset by a 3.2% increase in costs and; therefore, our operating margins have only increased by one half of one percentage point. We are not expecting significant improvement in operating margins in 2004 because we expect costs such as wages, benefits, and utilities to continue to increase at a rate greater than inflation.

~~The~~While ~~following~~we ~~table~~believe ~~sets~~the ~~forth~~supply ~~performance~~and ~~information~~demand trends in the lodging industry discussed previously in our Annual Report on Form 10-K create the possibility for improvements in our business in 2004 and 2005, we cannot assure you that any increases in hotel revenues or earnings at our properties bywill ~~geographic~~continue. ~~region:~~

	Quarter Ended
	As of September 12, 2003		September 12, 2003						September 6, 2002
	No. of Properties	No. of Rooms	Average Daily Rate		Average Occupancy Percentages		RevPAR		Average Daily Rate		Average Occupancy Percentages		RevPAR		Percent Change in RevPAR
Northeast	6	880	$	101.79	78.5	%	$	79.86	$	102.74	79.9	%	$	82.99	(2.7	)%
Mid-Atlantic	9	1,336		86.74	70.0			60.74		88.74	70.7			62.79	(3.3	)
Midwest	19	2,645		85.94	73.4			63.06		86.32	76.9			66.38	(5.0	)
South Central	9	1,490		79.80	68.2			54.45		81.77	70.6			57.78	(5.8	)
Southeast	14	2,062		85.09	67.5			57.40		81.15	70.5			60.02	(4.4	)
Western	13	1,924		89.59	69.9			62.65		91.33	74.6			68.16	(8.1	)
All Regions	70	10,337		85.95	70.5			60.58		87.26	73.1			63.77	(5.0	)

	Year-to-date
	As of September 12, 2003		September 12, 2003						September 6, 2002
	No. of Properties	No. of Rooms	Average Daily Rate		Average Occupancy Percentages		RevPAR		Average Daily Rate		Average Occupancy Percentages		RevPAR		Percent Change in RevPAR
Northeast	6	880	$	109.50	72.7	%	$	79.62	$	110.56	75.1	%	$	83.02	(4.1	)%
Mid-Atlantic	9	1,336		86.11	67.4			58.03		90.30	67.5			60.92	(4.7	)
Midwest	19	2,645		85.87	69.9			60.01		85.04	72.2			61.35	(2.2	)
South Central	9	1,490		79.99	65.5			52.41		83.81	68.7			57.61	(9.0	)
Southeast	14	2,062		86.18	69.1			59.57		87.86	68.8			60.50	(1.5	)
Western	13	1,924		89.72	67.7			60.70		92.80	70.7			65.59	(7.5	)
All Regions	70	10,337		88.05	68.6			60.43		89.98	70.4			63.38	(4.8	)

~~LIQUIDITY~~COURTYARD ~~AND CAPITAL~~BY ~~RESOURCES~~MARRIOTT II LIMITED PARTNERSHIP

AsRESULTS ofOF ~~September~~OPERATIONS 12, 2003, we have $2.7 million of unrestricted cash, which is lower than our historical balances have been. Based on our current forecast, we believe that our sources of cash are sufficient to meet our near-term liquidity needs; however, our ability to meet our long-term liquidity needs will depend on our future results of operations. In addition, to the extent our sources of cash are insufficient to meet debt service or fund the property improvement fund, our partners are not obligated to provide additional sources of capital to the partnership. Our principal source of cash is cash from operations including cash available to us by virtue of the subordination and deferral features in certain of our ground leases and our management agreements. Our principal uses of cash are to make debt service payments, fund our required reserves, repay certain deferred expenses and fund capital expenditures for property improvements. Our annual debt service includes interest payments on our senior notes of approximately $13.7 million and principal and interest payments on our multi-class commercial mortgage pass-through certificates (CMBS) of approximately $43.9 million.

~~Capital~~The ~~Expenditures.~~following Wetable ~~annually~~reflects ~~assess~~key ~~the~~line ~~need~~items ~~for~~from ~~refurbishments~~our ~~and~~statements ~~capital improvements. Typically, refurbishments occur at intervals~~ of ~~approximately~~operations ~~seven years, based on an annual review of the condition of each property. Our capital expenditures have been focused on property maintenance~~ and ~~improvements~~other ~~designed~~significant tooperating ~~maintain~~statistics ~~appropriate~~(in levels of quality. Our management agreements require us to escrow 6.5% of hotel sales for these refurbishments and capital improvements. We typically have contributed on average approximately $17 million annually to the reserve. Howeverthousands, ~~due to reduced hotel revenues in~~ ~~2003,~~except weoperating ~~only~~statistics): ~~expect to contribute approximately $15.7 million to the reserve.~~

During 2002, we began an effort to reposition our properties to compete with newer properties in certain of our markets. We have undertaken these repositionings in response to changing consumer tastes and trends in the industry. At year-end 2002, we had completed the repositioning of three properties at a cost of approximately $6.8 million (or approximately $15,500 per room). While we are evaluating the effect on operations of the refurbishments completed on the three properties, we have modified the scope of the project to determine if we can attain the same benefits at a lower cost per room and thus reposition additional properties. The revised scope includes:


	Quarter ended
	September 10, 2004			September 12, 2003			% Increase (Decrease)
Total Revenues	$	59,967		$	57,358		4.5	%
Operating Costs and Expenses
Property-level costs ⁽¹⁾		44,936			43,779		2.6
Management fees		5,551			5,279		5.2
Partnership expense		181			191		(5.2	)
Operating Profit		9,299			8,109		14.7
Interest expense		8,307			8,704		(4.6	)
Net income (loss)		1,056			(538	)	296.3
Other Operating Statistics
RevPAR	$	64.35		$	60.58		6.2	%
Average room rate	$	89.25		$	85.95		3.8	%
Average occupancy		72.1	%		70.5	%	1.6	pts.
Operating profit margin		15.5	%		14.1	%	1.4	pts.

• guest room renovations that include the replacement of select pieces of furniture along with the complete replacement of draperies, carpets, lighting and bed coverings with a more contemporary décor;


	Year-to-date ended
	September 10, 2004			September 12, 2003			% Increase (Decrease)
Total Revenues	$	178,149		$	171,554		3.8	%
Operating Costs and Expenses
Property-level costs ⁽¹⁾		133,843			129,431		3.4
Management fees		16,533			16,184		2.2
Partnership expense		638			743		(14.1	)
Operating Profit		27,135			25,196		7.7
Interest expense		25,597			26,995		(5.2	)
Net income (loss)		1,695			(1,580	)	207.3
Other Operating Statistics
RevPAR	$	63.39		$	60.43		4.9	%
Average room rate	$	89.96		$	88.05		2.2	%
Average occupancy		70.5	%		68.6	%	1.9	pts.
Operating profit margin		15.2	%		14.7	%	0.5	pts.

8(1) Amounts represent operating costs and expenses in our statements of operations less management fees and partnership expenses.

~~COURTYARD~~2004 BYcompared ~~MARRIOTT~~to II2003 ~~LIMITED PARTNERSHIP~~

•Hotel aRevenues. ~~reconfiguration~~Hotel revenues for the third quarter of 2004 increased by $2.6 million, or 4.5%, to $60.0 million compared to the same ~~lobby~~period ~~dining~~in ~~room~~2003. ~~and~~Year-to-date ~~adjoining~~2004 ~~lounge~~hotel ~~area~~revenues increased by $6.6 million, or 3.8%, to ~~make~~$178.1 million from the ~~space~~same ~~more~~period ~~flexible~~in ~~with~~2003. ~~updated~~The ~~furniture~~improvement ~~and~~at ~~other~~the ~~décor~~majority of our properties for both the third quarter and year-to-date ~~provide~~reflects the strengthening economy and increased business travel. While RevPAR improved primarily as a result of increased operations, the increase also reflects the effect on our operations of reduced travel in the same period of 2003 due to the war in Iraq. The benefit of this favorable comparison during year-to-date 2004 was somewhat offset by the 21 repositioning projects undertaken thus far, which negatively impacted our revenue and operating profit. See “LIQUIDITY AND CAPITAL RESOURCES—Capital Expenditures” for more ~~inviting~~information. ~~feel;~~

•8 ~~the renovation of guest room corridors with new carpet, wall vinyl and brighter lighting systems;~~

•Table refurbishment of exercise rooms; andContents

•COURTYARD ~~the~~BY ~~addition~~MARRIOTT ofII aLIMITED ~~pantry~~PARTNERSHIP ~~that will offer 24-hour access to a variety of food and beverage items.~~

~~Work~~We onexperienced ~~the~~increases ~~revised refurbishment plans began~~ in ~~August~~RevPAR offor ~~2003,~~the ~~and~~quarter ~~construction is expected to begin~~ in ~~January~~all ~~2004.~~our Wegeographic ~~will~~regions, ~~continue~~with ~~to monitor~~ the ~~effect~~most ofsignificant ~~the~~increases in ~~scope~~RevPAR of ~~these~~12.1% ~~renovations~~ and ~~make modifications as necessary~~10.8% Weoccurring ~~have~~in ~~approximately~~the ~~$43~~Southeast ~~million~~and inMid-Atlantic ~~our~~regions, ~~property~~respectively. ~~improvement fund~~Year-to-date, ~~with which~~ we ~~plan~~experienced toincreases ~~upgrade~~in ~~approximately~~RevPAR 25for ~~additional~~all ~~hotels~~our ~~(at~~geographic aregions ~~cost~~except ~~of approximately~~the ~~$11,000~~Northeast ~~per~~region ~~room)~~where inRevPAR ~~2004~~declined ~~and 2005~~4.9%. ~~While~~The aRevPAR decline ~~portion~~for of the ~~portfolio~~Northeast ~~can~~region beis ~~repositioned~~primarily ~~with~~ the ~~amounts~~result ~~expected~~of torepositioning bework inwhich ~~the~~was ~~property~~performed ~~improvement~~on ~~fund,~~four ~~the~~of ~~total capital expenditure budget proposed by~~ the ~~manager~~six ~~exceeds~~properties ~~the amount expected to be~~ in ~~the~~this ~~property~~region ~~improvement~~during ~~fund. Under~~ the ~~management~~first ~~agreement,~~half ~~the~~of ~~partnership~~2004. isThe ~~not~~repositioning ~~generally~~work ~~obligated~~was tocompleted ~~fund~~on ~~improvements~~all tofour ~~the~~of ~~extent that they exceed~~ the ~~amounts~~properties ~~reserved~~as ~~for in~~ of the ~~property~~beginning ~~improvement~~of ~~fund. Therefore,~~ the ~~pace~~ atthird ~~which~~quarter weand ~~reposition~~RevPAR ~~additional~~for ~~properties in future years will depend upon~~ the ~~results~~region ofincreased ~~our~~2.2% ~~operations~~for ~~and~~ the ~~benefits that we receive from these improvements~~quarter.

~~Debt.~~Operating ~~The~~Costs ~~decline~~and inExpenses. ~~lodging~~Operating ~~demand~~costs ~~has~~and ~~reduced~~expenses for the ~~cash~~third ~~flow~~quarter ~~levels~~of at2004 ~~our~~increased ~~properties~~by ~~significantly from prior-year levels~~$1.4 ~~As a result~~million, ~~beginning~~or ~~in the fourth quarter of 2002~~2.9%, wecompared ~~have made use of certain reserves and deferred a portion of our management fees and ground rent~~ to ~~make~~the ~~our~~same ~~required~~period ~~debt~~in ~~service payments~~2003. ~~Under~~For ~~the~~year-to-date, ~~terms of~~ the ~~management~~operating ~~agreements~~costs and ~~the~~ ~~ground~~expenses ~~leases~~increased ~~with~~$4.7 ~~MII~~million, ~~and~~or ~~its affiliates~~3.2%, acompared ~~portion~~to of the ~~base~~same ~~management~~period ~~fees~~in ~~and~~2003. ~~all~~Our ofcosts ~~the~~increased ~~ground~~primarily ~~rent~~as ~~and~~a ~~incentive~~result ~~management~~of ~~fees~~an ~~due~~increase ~~MII~~in ~~and~~chain ~~its affiliates are subordinate to debt~~ service ~~payments~~fees onalong ~~our~~with ~~CMBS~~an ~~and~~increase ~~senior~~in ~~notes~~rooms’ ~~debt.~~expenses ~~These terms~~related ~~include the ability~~ to ~~defer~~occupancy ~~the~~and ~~payment~~increases ofin ~~certain~~wages, benefits ~~amounts due under our ground lease~~ and ~~management agreement~~utilities, asall ~~well~~of ~~as,~~which ~~the~~continue ~~ability~~ to ~~refund~~increase ~~those~~at ~~amounts~~a ~~made~~rate ingreater ~~prior~~than ~~periods to the extent that cash from operations, as defined in the respective agreements, if not sufficient to pay debt service~~inflation. ~~The following events occurred by the end of the first quarter of 2003:~~

•Interest ~~We deferred $0~~Expense.1 ~~million~~Interest ofexpense ~~ground~~for ~~lease~~the ~~payments~~third inquarter ~~2002 and deferred an additional $1.1 million~~ of ~~ground~~2004 ~~lease~~has ~~payments~~declined ~~related to 2003. We were also refunded~~ $10.24 million ofcompared ~~ground rent paid in 2002 but returned~~ to ~~us during~~ the ~~first~~third quarter of 2003., ~~The total $2.4 million of refunded and deferred ground lease payments~~ due to ~~MII~~the ~~and~~reduction ~~its affiliates have been included~~ in ~~“Due~~mortgage todebt ~~Marriott~~as ~~International,~~a ~~Inc.~~result ~~and~~of ~~its~~scheduled ~~affiliates~~principal repayments.”

•Operating WeProfit. ~~deferred~~Operating profit for the third quarter of 2004 increased by $01.32 million ofcompared ~~base~~to ~~management~~the ~~fees~~third ~~thus~~quarter ~~far~~2003. inFor ~~2003~~year-to-date 2004, ~~and~~operating profit increased $01.29 million compared to the same period in ~~2002~~2003. ~~The~~Our ~~total~~operating $0profit margin increased by 1.4 percentage points to 15.5% ~~million~~from ofthe third ~~deferred~~quarter ~~base~~of ~~management~~2003 ~~fees~~and ~~have~~increased ~~been~~by ~~included~~0.5 inpercentage ~~“Management~~points ~~fees~~to ~~due~~15.2% for year-to-date ~~Courtyard~~2004 ~~Management~~compared ~~Corporation~~to 2003.”

•LIQUIDITY WeAND ~~utilized~~CAPITAL ~~$5.7~~RESOURCES ~~million of our senior note debt service reserve to fund the semi-annual interest payment on our senior notes.~~

~~Our~~As ~~semi-annual payment on our senior notes in the third quarter~~ of ~~2003 was made with cash~~ ~~from~~September ~~operations~~10, ~~and~~2004, nowe ~~further~~have ~~deferrals~~approximately or$3.9 ~~refunds~~million of ~~either~~unrestricted ~~ground~~cash, ~~rent~~which orremains ~~management~~lower ~~fees~~than ~~have~~our ~~been~~historical ~~required~~balances. ~~subsequent~~Based toon ~~the~~our ~~first~~current ~~quarter of 2003. In addition~~forecast, we ~~are~~believe ~~required~~that toour ~~replenish~~sources ~~the~~of ~~debt~~cash ~~service~~are ~~reserve~~sufficient to ~~the~~meet ~~extent~~our wenear-term ~~had Consolidated~~liquidity ~~Excess Cash Flow~~needs; however, asour ~~defined~~ability into ~~the~~meet ~~senior~~our ~~notes~~long-term ~~indenture,~~liquidity ~~and~~needs wewill ~~replenished~~depend ~~approximately~~on ~~$2.0~~our ~~million~~future ofresults ~~the reserve during the third quarter~~ of ~~2003,~~operations. ~~bringing~~In the ~~current~~event ~~balance in the reserve to $3.1 million. However, based on~~ our ~~current~~sources ~~forecasts~~of ~~for~~cash ~~the~~are ~~full-year~~insufficient ~~2003, we do not expect~~ to ~~further~~meet ~~replenish~~our ~~the~~ debt service ~~reserve~~obligation ~~this~~or ~~year.~~certain ~~Furthermore~~capital expenditures, toour ~~the~~partners ~~extent~~are ~~operations do~~ not obligated ~~improve significantly, we expect~~ to ~~make~~provide ~~use of the debt service reserves and defer~~ additional ~~amounts~~sources of ~~ground~~capital ~~rent and management fees~~ to ~~meet~~the ~~our debt-service obligations in 2004~~partnership.

9Our principal source of cash is cash from operations, including cash available to us through the subordination and deferral features contained within certain of our ground leases and our management agreements. Our principal uses of cash are to make debt service payments, fund our required reserves, repay certain deferred expenses and fund capital expenditures for property improvements. Our annual debt service obligations include interest payments on our senior notes of approximately $13.7 million and principal and interest payments on our multi-class commercial mortgage pass-through certificates (CMBS debt) of approximately $43.7 million.

~~COURTYARD~~Capital BYExpenditures. ~~MARRIOTT~~Our IIcapital ~~LIMITED~~expenditures ~~PARTNERSHIP~~have been focused on property maintenance and improvements designed to maintain appropriate levels of quality. We contributed approximately $11.6 million and $11.1 million to the property improvement fund during the year-to-date periods ended September 10, 2004 and September 12, 2003, respectively. As of September 10, 2004, we substantially completed repositioning efforts on 14 properties. We began repositioning efforts on an additional seven properties during the third quarter at an approximate cost of $11.2 million and plan to start repositioning efforts on an additional eight properties during the fourth quarter of 2004 (three of which are expected to be completed in 2004 and five of which are expected to be completed in the first quarter of 2005) at an approximate cost of $12.8 million. However, any repositionings beyond these 29 properties will depend on our results of operations, as completing the repositioning of the 29 properties will substantially reduce our property improvement fund.

Debt. We ~~are~~have ~~required~~made touse ~~replenish~~of ~~the~~certain ~~debt~~reserves ~~service reserve~~ and ~~achieve~~deferred ~~certain~~a ~~levels~~portion of ~~Consolidated~~ ~~Excess~~our ~~Cash Flow and thereafter to repay deferred~~ ground rent and management ~~fee~~fees ~~amounts prior~~ to ~~making~~make ~~equity~~our ~~distributions~~required todebt service ~~our partners~~payments. WeUnder ~~have~~the ~~not~~terms ~~made~~of ~~and~~our ~~will~~management ~~not~~agreements ~~make~~and ~~distributions to~~ the ~~partners~~ground ~~until~~leases wewith ~~again~~MII ~~satisfy~~and ~~the Consolidated~~its ~~Excess Cash Flow covenants~~affiliates, ~~fully~~a ~~replenish~~portion of the ~~$6.8~~base ~~million~~management ~~debt-service~~fees ~~reserve~~ and ~~repay~~all ~~certain~~of ~~deferred~~the ground rent and incentive management ~~fee~~fees ~~amounts.~~due ~~Based on our outlook for 2004, we do not expect~~ to beMII ~~in compliance with these provisions~~ and ~~therefore, we do not expect to make any distributions to our partners until 2005, at the earliest.~~

~~Further,~~9 to the extent the debt service reserve is fully funded, we are required to fund a separate supplemental debt service reserve account in an amount equal to Consolidated Excess Cash Flow for each quarter until excess cash flow meets specific levels. Through September 12, 2003, we have reserved $1.4 million of Consolidated Excess Cash Flow, all of which was funded during 2002. To the extent that the supplemental debt service reserve exceeds two semi-annual interest payments (approximately $13.7 million), we are required to offer to purchase the senior notes at par in an amount equal to the greater of (i) the amount by which the supplemental debt service reserve exceeds two semi-annual interest payments, and (ii) $5 million.

WeTable have $288.2 million of CMBS debt secured by our properties as of September 12, 2003, and we have $127.4 million of senior notes secured by equity interests in the partnership that owns the hotels. The CMBS debt, which matures in January 2008 bears interest at a weighted average interest rate of 7.85% and has a weighted average term of 17 years. Principal payments for 2003 will total approximately $20.8 million. Our senior notes are currently rated by Moody’s and Standard & Poor’s. As a result of the significantly reduced operating levels, the credit rating assigned to these senior notes was downgraded from B1 to B2 by Moody’s and from B- to CCC+ by Standard & Poor’s in March 2003. Additionally, Standard & Poor’s has placed these senior notes on a negative credit watch. If operations were to decline further, or if our credit ratios do not otherwise improve, the ratings on our senior notes could be reduced further. If we were unable to subsequently improve our credit ratings, our cost to refinance this debt as it comes due would likely increase. The senior notes, which mature in February 2008, are interest only and bear interest at a rate of 10.75%. Contents

~~Cash~~COURTYARD ~~Provided~~BY byMARRIOTT ~~Operations.~~II ~~Year-to-date~~LIMITED ~~2003,~~PARTNERSHIP our cash provided by operations decreased by $5.9 million when compared to the same period in 2002. The decrease is due to the declining operating results at our hotels, partially offset by the deferral of the payment of certain management fees and ground rent due to Marriott International.

~~Cash Used in Investing Activities. Investing activities~~ ~~consist~~its ~~primarily~~affiliates ofare ~~contributions~~subordinate to ~~and~~debt ~~distributions~~service ~~from~~payments ~~the~~on ~~property~~our ~~improvement~~CMBS ~~fund.~~debt Inand ~~accordance~~senior ~~with~~notes. ~~our~~We ~~management~~have ~~agreements,~~the ~~contributions~~ability to defer the ~~property~~payment ~~improvement fund are 6.5%~~ of ~~total~~certain ~~hotel~~amounts ~~revenues. As of September 12, 2003, the~~due ~~balance~~under inour ~~the~~ground ~~property~~leases ~~improvement fund was $43.2 million. For the year-to-date periods ended September 12, 2003~~ and ~~September~~management 6agreements, ~~2002,~~as ~~contributions~~well toas the ~~property~~ability ~~improvement~~to ~~fund~~require ~~were $11.1 million and $11.7 million, respectively. Distributions from~~ the ~~property~~refunding ~~improvement~~of ~~fund~~payments ~~reflect capital expenditures for the replacement~~ of ~~furniture,~~ground ~~fixtures~~rent and ~~equipment~~certain ~~offset~~management byfees ~~interest~~made ~~income~~in ~~earned~~prior byperiods, to the ~~fund.~~extent ~~Additions~~cash tofrom ~~property and equipment~~operations, ~~net~~as ~~were~~defined ~~$8.1~~in ~~million~~the ~~and $3.9 million,~~respective ~~respectively~~agreements, ~~for~~is ~~the~~not ~~year-~~sufficient to~~-date~~ ~~periods~~pay ~~ended~~debt ~~September 12, 2003 and September 6, 2002~~service. The ~~increase~~following inamounts ~~capital~~have ~~expenditures~~been ~~for~~deferred, ~~2003~~refunded isor ~~due~~reserves todepleted ~~refurbishments~~as ata ~~certain~~result of ~~our~~these ~~properties~~debt torestrictions: ~~reposition them to compete with newer properties.~~

~~Cash~~• ~~Used~~Deferred inground ~~Financing~~lease ~~Activities.~~payments ~~Financing~~totaling ~~activities primarily include the repayment of principal on our CMBS debt and distributions to general and limited partners. We repaid~~ $133.71 million ~~and~~(including $120.7 million, ~~respectively,~~in of2004) ~~principal~~and onground ~~the~~lease ~~CMBS~~payments ~~debt~~refunded ~~during~~by ~~the~~MI ~~year-to-date~~totaling ~~periods ended September 12, 2003 and September 6, 2002~~$9.4 Wemillion ~~used~~(including ~~approximately~~ $58.72 million ofrefunded ~~our senior note debt service reserve to make our semi-annual interest payment on these senior notes~~ in ~~February 2003~~2004). ~~We used cash from operations to make our August 2003 semi-annual interest payment on the senior notes.~~

~~ITEM~~• Deferred Courtyard by Marriott management fees were $0.3 million as of September 10, 2004. ~~QUANTITATIVE~~No ~~AND~~management ~~QUALITATIVE~~fees ~~DISCLOSURES~~have ~~ABOUT~~been ~~MARKET~~deferred ~~RISK~~in 2004.

We• doThe ~~not~~debt ~~have~~service ~~significant~~reserve ~~market~~was ~~risk~~depleted ~~with~~as ~~respect~~of toSeptember ~~interest rates~~10, ~~foreign~~2004. ~~currency~~We ~~exchanges~~used orapproximately ~~other~~$1.4 ~~market~~million ~~rate~~and or$2.4 ~~price~~million ~~risks,~~of ~~and~~the wereserve doto ~~not~~make ~~hold~~a ~~any~~portion ~~financial~~of ~~instruments~~the ~~for~~semi-annual ~~trading~~payment ~~purposes.~~on Asour ofsenior ~~September 12,~~notes ~~2003,~~on ~~all~~February of2, ~~our~~2004 ~~debt~~and isAugust ~~fixed~~2, ~~rate.~~2004, respectively.

10Before we can make distributions to our partners, we must achieve certain levels of excess cash flow and replenish or repay $19.3 million (in addition to any amounts required to be funded to the separate supplemental debt service reserve discussed below) as follows:

~~COURTYARD~~• BY$6.8 ~~MARRIOTT~~million IIto ~~LIMITED~~replenish ~~PARTNERSHIP~~the debt service reserve to required level per the debt agreement; and

~~ITEM~~• 4$12.5 ~~CONTROLS~~million ~~AND~~to ~~PROCEDURES~~repay deferred ground rent to MII.

WeWith ~~maintain disclosure~~the ~~controls~~exception ~~and~~of ~~procedures~~approximately ~~that~~$0.4 ~~are~~million ~~designed~~currently topayable ~~ensure~~for ~~that~~Courtyard ~~information~~by ~~required~~Marriott tomanagement befees ~~disclosed~~and inapproximately ~~our~~$1.8 ~~Exchange~~million ~~Act~~currently ~~reports~~payable isfor ~~recorded~~ground rent, ~~processed,~~the ~~summarized~~remaining ~~and~~portion ~~reported~~of ~~within~~ the ~~time~~approximately ~~periods~~$82 ~~specified~~million indue ~~the~~to ~~SEC’s~~MII ~~rules~~ and ~~forms, and~~its ~~that~~affiliates ~~such~~on ~~information~~September is10, ~~accumulated~~2004 ~~and~~is ~~communicated~~payable only to ~~our~~the ~~management,~~extent ~~including~~cash ~~our~~flow ~~Principal~~exceeds ~~Executive~~debt ~~Officer~~service and ~~Principal~~a ~~Financial~~specified ~~Officer,~~return ~~as appropriate,~~ to ~~allow~~our ~~for~~partners, ~~timely~~in ~~decisions~~accordance ~~regarding~~with ~~required~~our ~~disclosure. In designing and~~management ~~evaluating the disclosure controls~~ and ~~procedures,~~ground ~~management~~lease ~~recognized~~agreements. ~~that~~We ~~any~~do ~~controls~~not ~~and~~expect ~~procedures,~~to nosatisfy ~~matter~~any ~~how well designed and operated, can provide only reasonable assurance~~ of ~~achieving~~these ~~the~~conditions ~~desired~~or ~~control~~make ~~objectives,~~any ~~and~~distributions ~~management is required~~ to ~~apply~~our ~~its~~partners ~~judgment~~ in ~~evaluating the cost-benefit relationship of possible controls and procedures~~2004.

~~As of September 12~~Further, ~~2003,~~to the ~~end~~extent of the ~~quarter~~debt ~~covered~~service byreserve ~~this~~is ~~report,~~fully ~~we carried out an evaluation~~funded, ~~under~~in ~~the~~accordance ~~supervision and~~ with the ~~participation~~provisions of our ~~management~~senior notes indenture, ~~including~~ ~~our~~we ~~Principal~~are ~~Executive~~required ~~Officer~~to ~~and~~fund ~~our~~a ~~Principal~~separate supplemental ~~Financial~~debt ~~Officer,~~service ofreserve ~~the~~account ~~effectiveness~~in ofan ~~the~~amount ~~design~~equal ~~and~~to ~~operation~~Consolidated ofExcess ~~our~~Cash ~~disclosure~~Flow ~~controls~~for ~~and~~each ~~procedures.~~quarter ~~Based~~until onexcess ~~the~~cash ~~foregoing,~~flow ~~our~~meets ~~Principal~~specific ~~Executive~~levels. ~~Officer~~Through ~~and~~September ~~Principal Financial~~10, ~~Officer~~2004, ~~concluded~~we ~~that~~have ~~our~~reserved ~~disclosure~~$1.4 ~~controls~~million ~~and~~of ~~procedures~~Consolidated ~~were~~Excess ~~effective~~Cash atFlow, which ~~the~~was ~~reasonable~~funded ~~assurance~~in ~~level~~2002.

~~There~~For ~~has~~further ~~been~~detail noon ~~change~~restrictions inrelated to our debt ~~internal~~covenants, ~~controls~~investors ~~over~~should ~~financial~~read ~~reporting~~the ~~during~~Management ~~our~~Discussion ~~most~~and ~~recent~~Analysis ~~fiscal~~of ~~quarter~~Results ~~that~~of ~~has~~Operations ~~materially~~and ~~affected,~~Financial orCondition isincluded ~~reasonably~~in ~~likely~~our ~~to materially~~Annual ~~affect~~Report ~~our~~on ~~internal~~Form ~~control~~10-K ~~over~~and ~~financial~~other ~~reports~~filings with the Securities and Exchange Commission.

~~PART~~Sources ~~II.~~and ~~OTHER~~Uses ~~INFORMATION~~of ~~AND~~Cash ~~SIGNATURES~~

~~ITEM~~Cash provided by operations. Year-to-date 2004, our cash provided by operations increased by $6.3 ~~EXHIBITS~~million when compared to the same period in 2003. The increase is primarily due to an increase in operations over prior year and a refund of ground lease payments previously paid to MII during 2004.

~~(a)~~Cash ~~The~~used ~~exhibits~~in ~~listed~~investing onactivities. Investing activities consist of contributions to and distributions from the ~~accompanying~~property ~~Exhibit~~improvement ~~Index~~fund and capital expenditures for improvements to the hotels. Contributions to the property improvement fund are ~~filed~~6.5% asof ~~part~~total hotel revenues. Distributions from the property improvement fund reflect capital expenditures for the replacement of ~~this~~furniture, ~~report~~fixtures and ~~such~~equipment, ~~Exhibit~~partially ~~Index~~offset isby ~~incorporated~~interest ~~herein~~income earned by ~~reference~~the fund. The increase in capital expenditures year-to-date September 10, 2004 was due to the repositioning efforts at certain of our properties.

~~(c)~~Cash ~~Exhibits~~used in financing activities. Financing activities include the repayment of principal on our commercial mortgage-backed securities and senior notes and distributions to general and limited partners. Cash used in financing year-to-date September 10, 2004 and year-to-date

Exhibit No.		Description
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.0		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.*

*Table This certification is being furnished solely to accompany the Report pursuant to 18 U.S. 1350, and is not being filed for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company whether made before of after the date hereof, regardless of any general incorporation language in such filing.Contents

11COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP

~~SIGNATURE~~ September 12, 2003, includes the funding and utilization of the debt service reserves required under our debt agreements.

~~Pursuant~~Hotel toOperating ~~the~~Statistics ~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.~~

October 24, 2003	COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP
	By:	/s/ CBM TWO LLC
		CBM TWO LLC General Partner

The following table sets forth performance information for our properties by geographic region:

By: /s/ LARRY K. HARVEY Larry K. Harvey Vice President (Principal Financial Officer)


			Quarter ended
	As of September 10, 2004		September 10, 2004						September 12, 2003
	No. of Properties	No. of Rooms	Average Room Rate		Average Occupancy Percentages		RevPAR		Average Room Rate		Average Occupancy Percentages		RevPAR		Percent Change in RevPAR
Northeast	6	880	$	113.58	77.3	%	$	87.85	$	109.31	78.6	%	$	85.91	2.2	%
Mid-Atlantic	9	1,336		86.43	75.4			65.17		85.39	68.9			58.83	10.8
Midwest	19	2,645		89.81	74.3			66.69		86.46	74.7			64.58	3.3
South Central	9	1,490		79.08	69.6			55.04		79.12	68.8			54.45	1.1
Southeast	14	2,062		85.01	69.2			58.79		79.22	66.2			52.45	12.1
Western	13	1,924		89.73	69.2			62.08		84.99	67.5			57.36	8.2

All Regions	70	10,337		89.25	72.1			64.35		85.95	70.5			60.58	6.2


			Year-to-date ended
	As of September 10, 2004		September 10, 2004						September 12, 2003
	No. of Properties	No. of Rooms	Average Room Rate		Average Occupancy Percentages		RevPAR		Average Room Rate		Average Occupancy Percentages		RevPAR		Percent Change in RevPAR
Northeast	6	880	$	110.66	68.4	%	$	75.68	$	109.50	72.7	%	$	79.62	(4.9	)%
Mid-Atlantic	9	1,336		88.07	72.9			64.24		86.11	67.4			58.03	10.7
Midwest	19	2,645		86.39	71.2			61.47		85.80	69.7			59.83	2.7
South Central	9	1,490		80.41	65.5			52.70		79.99	65.5			52.41	0.6
Southeast	14	2,062		90.74	71.1			64.51		86.18	69.1			59.57	8.3
Western	13	1,924		92.65	71.5			66.22		89.72	67.7			60.70	9.1

All Regions	70	10,337		89.96	70.5			63.39		88.05	68.6			60.43	4.9

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not have significant market risk with respect to interest rates, foreign currency exchanges or other market rate or price risks, and we do not hold any financial instruments for trading purposes. As of September 10, 2004, all of our debt is fixed rate.

ITEM 4.

CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-14(c). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of September 10, 2004, the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing,

COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP

our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reports.

COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP

PART II. OTHER INFORMATION AND SIGNATURES

ITEM 6.

EXHIBITS

(a)	The exhibits listed on the accompanying Exhibit Index are filed as part of this report and such Exhibit Index is incorporated herein by reference.

(c)

Exhibits


Exhibit No.		Description
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.0*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.

This certification is being furnished solely to accompany the Report pursuant to 18 U.S. 1350, and is not being filed for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company whether made before of after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


October 21, 2004	COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP

	By:	/s/ CBM TWO LLC
		CBM TWO LLC
		General Partner

	By:	/s/ LARRY K. HARVEY
		Larry K. Harvey
		Vice President (Principal Financial Officer)

SECURITIESTable ANDof EXCHANGE COMMISSION Contents

PARTTable I.of FINANCIAL INFORMATION Contents

CONDENSEDTable CONSOLIDATEDof BALANCE SHEETS Contents

(unaudited,Table inof thousands, except unit and per unit amounts) Contents

Table of Contents

4.Table Amountsof Paid to the General Partner and Marriott International, Inc.Contents

2003Table Comparedof to 2002 Contents

Table of Contents

•Table refurbishment of exercise rooms; andContents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP /DE/