MARRIOTT HOTEL PROPERTIES LTD PARTNERSHIP
10-Q, 1997-10-24
HOTELS & MOTELS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


               X Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                    For the Quarter ended September 12, 1997

                                       OR

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

                         Commission File Number: 0-14381


                  MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)



             Delaware                                 52-1436985
- --------------------------------            -----------------------------------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)


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


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




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes x/ No (Not Applicable).
- -------------------------------------------------------------------------------

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



<PAGE>


                 Marriott Hotel Properties Limited Partnership
     ----------------------------------------------------------------------

                                TABLE OF CONTENTS

                                                                       PAGE NO.
                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

Condensed Consolidated Statement of Operations
 Twelve and Thirty-Six Weeks Ended September 12, 1997 and September 6, 1996....1

Condensed Consolidated Balance Sheet
 September 12, 1997 and December 31, 1996......................................2

Condensed Consolidated Statement of Cash Flows
 Thirty-Six Weeks Ended September 12, 1997 and September 6, 1996...............3

Notes to Condensed Consolidated Financial Statements...........................4

Item 2 . Management's Discussion and Analysis of Financial
              Condition and Results of Operations..............................6


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings....................................................10


<PAGE>



                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

          MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)
                     (in thousands, except per unit amounts)

<TABLE>


                                                           Twelve Weeks Ended                  Thirty-Six Weeks Ended
                                                      September 12,    September 6,        September 12,    September 6,
                                                          1997             1996                1997             1996
                                                    ---------------  ---------------     ---------------  --------------
<S>                                                 <C>              <C>                 <C>              <C>   

REVENUES
   Hotel............................................$         8,159  $         6,582     $        39,026  $        35,222
   Rental income....................................          1,955            1,829              16,961           16,096
   Interest and other...............................            302              385                 587              695
                                                    ---------------  ---------------     ---------------  ---------------

                                                             10,416            8,796              56,574           52,013
                                                    ---------------  ---------------     ---------------  ---------------

OPERATING COSTS AND EXPENSES
   Interest.........................................          4,723            4,980              14,616           15,098
   Depreciation and amortization....................          2,280            2,740               6,841            8,127
   Incentive management fee.........................            959              807               7,146            5,189
   Base management fee..............................            731              626               2,755            2,496
   Ground rent, property taxes and other............          2,186            2,108               6,554            6,211
                                                    ---------------  ---------------     ---------------  ---------------

                                                             10,879           11,261              37,912           37,121
                                                    ---------------  ---------------     ---------------  ---------------

(LOSS) INCOME BEFORE
   MINORITY INTEREST................................           (463)          (2,465)             18,662           14,892

MINORITY INTEREST...................................            780              934              (3,002)          (2,441)
                                                    ---------------  ---------------     ---------------  ---------------

NET INCOME (LOSS)...................................$           317  $        (1,531)    $        15,660  $        12,451
                                                    ===============  ===============     ===============  ===============

ALLOCATION OF NET INCOME (LOSS)
   General Partner..................................$             4  $           (15)    $           157  $           125
   Limited Partners.................................            313           (1,516)             15,503           12,326
                                                    ---------------  ---------------     ---------------  ---------------

                                                    $           317  $        (1,531)    $        15,660  $        12,451
                                                    ===============  ===============     ===============  ===============

NET INCOME (LOSS) PER LIMITED PARTNER
   UNIT (1,000 Units)...............................$           313  $        (1,516)    $        15,503  $        12,326
                                                    ===============  ===============     ===============  ===============

</TABLE>

            See Notes to Condensed Consolidated Financial Statements.
                                       1

<PAGE>


          MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (in thousands)

<TABLE>
                                                                                          September 12,     December 31,

                                                                                               1997              1996
                                                                                            (Unaudited)
  <S>                                                                                    <C>               <C> 
 
                                                          ASSETS

  Property and equipment, net............................................................$      223,352    $      222,491
  Minority interest......................................................................         9,124            10,641
  Due from Marriott International, Inc. and affiliates...................................         6,876             9,114
  Other assets...........................................................................         5,616             5,588
  Cash and cash equivalents..............................................................        13,041             1,607
                                                                                         --------------    --------------

                                                                                         $      258,009    $      249,441
                                                                                         ==============    ==============


                                             LIABILITIES AND PARTNERS' CAPITAL

  Mortgage debt..........................................................................$      226,452    $      230,959
  Accounts payable and accrued interest..................................................         3,367               802
  Notes payable and amounts due to Marriott International, Inc. and affiliates...........         2,835             4,106
  Note payable and amounts due to Host Marriott Corporation..............................            --             2,405
                                                                                         --------------    --------------

     Total Liabilities...................................................................       232,654           238,272
                                                                                         --------------    --------------

PARTNERS' CAPITAL
  General Partner........................................................................           363               221
  Limited Partners.......................................................................        24,992            10,948
                                                                                         --------------    --------------

     Total Partners' Capital.............................................................        25,355            11,169
                                                                                         --------------    --------------

                                                                                         $      258,009    $      249,441

                                                                                         ==============    ==============
</TABLE>
            See Notes to Condensed Consolidated Financial Statements.

                                       2
<PAGE>


          MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
                                                                                               Thirty-Six Weeks Ended
                                                                                          September 12,     September 6,
                                                                                               1997             1996
                                                                                                   (in thousands)
<S>                                                                                      <C>              <C> 

OPERATING ACTIVITIES
  Net income.............................................................................$       15,660    $       12,451
  Noncash items..........................................................................        10,203            10,927
  Changes in operating accounts..........................................................         2,516             1,030
                                                                                         --------------    --------------

     Cash provided by operations.........................................................        28,379            24,408
                                                                                         --------------    --------------

INVESTING ACTIVITIES
  Additions to property and equipment....................................................        (7,703)           (7,728)
Changes in property improvement funds and capital reserve escrow.........................          (260)            1,588
                                                                                         --------------    --------------

     Cash used in investing activities...................................................        (7,963)           (6,140)
                                                                                         --------------    --------------

FINANCING ACTIVITIES
  Principal repayments of mortgage debt..................................................        (4,507)           (4,920)
  Repayments to Host Marriott Corporation................................................        (2,295)             (269)
  Capital distributions to partners......................................................        (1,514)           (2,908)
  Capital distributions to minority interest.............................................        (1,485)           (1,485)
  Proceeds from note payable to Marriott International, Inc. and affiliates..............         1,200                --
  Repayments to Marriott International, Inc. and affiliates..............................          (428)             (362)
  Collection of investor notes receivable................................................            47                --
  Payment of financing costs.............................................................            --               (40)
                                                                                         --------------    --------------

     Cash used in financing activities...................................................        (8,982)           (9,984)
                                                                                         --------------    --------------

INCREASE IN CASH AND CASH EQUIVALENTS....................................................        11,434             8,284

CASH AND CASH EQUIVALENTS at beginning of period.........................................         1,607             3,550
                                                                                         --------------    --------------

CASH AND CASH EQUIVALENTS at end of period...............................................$       13,041    $       11,834
                                                                                         ==============    ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for mortgage and other interest..............................................$       11,623    $       12,271
                                                                                         ==============    ==============
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>


          MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   The  accompanying  condensed  consolidated  financial  statements have been
     prepared  by   Marriott   Hotel   Properties   Limited   Partnership   (the
     "Partnership")  without audit. Certain information and footnote disclosures
     normally  included in financial  statements  presented in  accordance  with
     generally  accepted  accounting  principles  have been condensed or omitted
     from the accompanying statements.  The Partnership believes the disclosures
     made  are  adequate  to make  the  information  presented  not  misleading.
     However, the condensed  consolidated financial statements should be read in
     conjunction with the Partnership's  financial  statements and notes thereto
     included in the Partnership's  Form 10-K for the fiscal year ended December
     31, 1996.

     In the opinion of the  Partnership,  the accompanying  unaudited  condensed
     consolidated  financial  statements  reflect all adjustments (which include
     only  normal  recurring   adjustments)  necessary  to  present  fairly  the
     financial  position of the  Partnership  as of September 12, 1997,  and the
     results of operations for the twelve and thirty-six  weeks ended  September
     12,  1997 and  September  6,  1996.  Interim  results  are not  necessarily
     indicative of fiscal year  performance  because of seasonal and  short-term
     variations.

     The Partnership  owns Marriott's  Orlando World Center and a 50.5% interest
     in the Lauderdale  Beach  Association,  the partnership  owning  Marriott's
     Harbor Beach Hotel, whose financial statements are consolidated herein. The
     remaining  49.5%  general  partnership  interest  in the  Lauderdale  Beach
     Association is reported as minority interest. All significant  intercompany
     balances and transactions have been eliminated.

     For  financial  reporting  purposes,  net  profits  and net  losses  of the
     Partnership  are  allocated  99% to the  limited  partners  and 1% to Hotel
     Properties Management,  Inc. (the "General Partner"),  an affiliate of Host
     Marriott  Corporation  ("Host  Marriott").  Significant  differences  exist
     between the net profits and net losses for financial reporting purposes and
     the net profits and net losses  reported for Federal  income tax  purposes.
     These differences are due primarily to the use, for income tax purposes, of
     accelerated  depreciation methods, shorter depreciable lives of the assets,
     differences in the timing of the  recognition of management fee expense and
     the deduction of certain costs incurred during construction which have been
     capitalized   in  the   accompanying   condensed   consolidated   financial
     statements.

2.   Hotel revenues  represent  house profit from the Orlando World Center since
     the Partnership has delegated  substantially all of the operating decisions
     related to the  generation  of house profit of the Orlando  World Center to
     Marriott International,  Inc. (the "Manager").  House profit reflects hotel
     operating  results  which flow to the  Partnership  as  property  owner and
     represents  gross  hotel  sales  less  property-level  expenses,  excluding
     depreciation and amortization, base and incentive management fees, property
     taxes and  certain  other  costs,  which are  disclosed  separately  in the
     condensed consolidated statement of operations.

                                       4
<PAGE>


     Hotel  revenues  consist of hotel  operating  results for the Orlando World
     Center for the twelve and thirty-six weeks ended (in thousands):
<TABLE>

                                                        Twelve Weeks Ended               Thirty-Six Weeks Ended
                                                   September 12,    September 6,     September 12,    September 6,
                                                       1997             1996             1997             1996
                                                   ------------     ------------     ------------     ------------- 
     <S>                                           <C>              <C>              <C>              <C>
     HOTEL SALES
       Rooms  $....................................      11,328     $     10,180     $     45,693     $      41,175
       Food and beverage...........................      10,450            8,595           36,926            33,012
       Other.......................................       2,605            2,087            9,219             9,000
                                                   ------------     ------------     ------------     -------------
                                                         24,383           20,862           91,838            83,187
                                                   ------------     ------------     ------------     -------------
     HOTEL EXPENSES
       Departmental Direct Costs
          Rooms....................................       2,605            2,433            9,082             8,493
          Food and beverage........................       7,026            5,829           23,051            20,384
       Other hotel operating expenses..............       6,593            6,018           20,679            19,088
                                                   ------------     ------------     ------------     -------------
                                                         16,224           14,280           52,812            47,965
                                                   ------------     ------------     ------------     -------------

     HOTEL REVENUES................................$      8,159     $      6,582     $     39,026     $      35,222
                                                   ============     ============     ============     =============

</TABLE>

3.   Rental income under the Lauderdale  Beach  Association  operating  lease
     for the twelve and thirty-six weeks ended was (in thousands):
<TABLE>

                                                        Twelve Weeks Ended               Thirty-Six Weeks Ended
                                                   September 12,    September 6,     September 12,    September 6,
                                                       1997             1996             1997             1996
                                                   ------------     ------------     ------------     -------------
<S>                                                <C>              <C>              <C>              <C>

     Basic rental..................................$        403     $        383     $      1,174     $       1,134
     Percentage rental.............................       1,017              928            4,530             4,199
     Performance rental............................          --              172           10,417            10,417
     Additional performance rental.................         535              346              840               346
                                                   ------------     ------------     ------------     -------------

     RENTAL INCOME.................................$      1,955     $      1,829     $     16,961     $      16,096
                                                   ============     ============     ============     =============

</TABLE>





                                       5
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Certain  matters  discussed  herein are  forward-looking  statements  within the
meaning of the  Private  Litigation  Reform Act of 1995 and as such may  involve
known and unknown  risks,  uncertainties,  and other factors which may cause the
actual  results,  performance or achievements of the Partnership to be different
from any future  results,  performance or  achievements  expressed or implied by
such  forward-looking  statements.  Although the  Partnership  believes that the
expectations  reflected  in  such  forward-looking  statements  are  based  upon
reasonable  assumptions,  it can give no assurance that its expectations will be
attained.  These  risks  are  detailed  from  time to time in the  Partnership's
filings with the Securities and Exchange Commission.  The Partnership undertakes
no  obligation  to  publicly  release  the  result  of any  revisions  to  these
forward-looking  statements  that may be made to reflect  any  future  events or
circumstances.

CAPITAL RESOURCES AND LIQUIDITY

The  Partnership's  financing needs have  historically  been funded through loan
agreements  with  independent  financial  institutions,  Host  Marriott  and its
affiliates  or Marriott  International,  Inc.  and its  affiliates.  The General
Partner believes that the Partnership will have sufficient capital resources and
liquidity to continue to conduct its business in the ordinary course.

Principal Sources and Uses of Cash

The  Partnership's  principal source of cash is from  operations.  Its principal
uses of cash are to fund the  property  improvement  funds of the Orlando  World
Center  and  the  Harbor  Beach  Hotel  (the   "Hotels"),   required   principal
amortization  of the mortgage  debt and other debt incurred to fund costs of the
capital improvements at the Hotels and cash distributions to the partners.

Total  consolidated  cash provided by operations for the thirty-six  weeks ended
September 12, 1997,  and September 6, 1996, was $28.4 million and $24.4 million,
respectively.  The increase was primarily  due to an increase in hotel  revenues
and rental income when compared to 1996. See discussion of results of operations
below.  This  increase  was  partially  offset by payments to the Manager of the
Orlando World Center deferred incentive management fees and additional incentive
management  fees of $2.0  million  and $1.4  million,  respectively,  in  second
quarter  1997.  Payment of incentive  management  fees are  subordinate  to debt
service  and the  retention  of  certain  amounts  of  operating  profit  by the
Partnership.   Based  on  higher  Partnership  cash  flow,  the  Manager  earned
additional incentive management fees for the first time.

For the thirty-six  weeks ended  September 12, 1997 and September 6, 1996,  cash
used in investing  activities  was $8.0 million and $6.1 million,  respectively,
consisting  primarily  of an increase in the cash  contributed  to the  property
improvement funds of the Hotels.

For the thirty-six  weeks ended  September 12, 1997 and September 6, 1996,  cash
used in financing  activities was $9.0 million and $10.0 million,  respectively.
The  decrease   was   primarily   the  result  of  cash   provided  by  Marriott
International,  Inc. and  affiliates  (see  discussion  of capital  expenditures
below) and decreases in cash distributions to partners and principal  repayments
on the mortgage debt, partially offset by the repayment of the remaining balance
of the Orlando ballroom loan of $2.3 million in the third quarter of 1997.

                                       6
<PAGE>


Capital Expenditures

The second phase of a rooms renovation at the Orlando World Center was completed
in September  1997.  The  Partnership  secured a $3.5 million loan from Marriott
International Capital Corporation, an affiliate of Marriott International, Inc.,
to fund costs in excess of funds  available in the Orlando World Center property
improvement  fund. The loan requires  monthly payments of principal and interest
to be paid from the Orlando World Center  property  improvement  fund  beginning
November  1997.  The loan  bears  interest  at a fixed  rate of 9% and  requires
monthly  amortization  payments  which vary through loan  maturity in June 1999.
During the third quarter of 1997,  Marriott  International  Capital  Corporation
advanced the Partnership  $1.2 million.  The Partnership does not anticipate any
shortfalls  in the property  improvement  fund of the Orlando World Center until
the year 2000 or the property  improvement  fund of the Harbor Beach Hotel until
1999.

Cash Distributions

In October 1997, the Partnership made a cash  distribution of $6,200 per limited
partner unit.  This  distribution  consisted of $5,700 per limited  partner unit
from the  operations  of the Orlando  World Center and $500 per limited  partner
unit from the  Partnership's  share of cash  available  from  operations  of the
Harbor Beach Hotel. Year-to-date 1997 cash distributions have totaled $7,700 per
limited partner unit.

RESULTS OF OPERATIONS

Total consolidated  Partnership  revenues for the third quarter and year-to-date
ended September 12, 1997 increased 18% and 9%, respectively, over the comparable
periods in 1996.  This was due to strong  operating  results at both the Orlando
World Center and the Harbor Beach Hotel.  REVPAR, or revenue per available room,
represents  the  combination  of the  average  daily room rate  charged  and the
average  daily  occupancy  achieved  and is a commonly  used  indicator of hotel
performance  (although it is not a GAAP  measurement of revenue).  On a combined
basis, third quarter and year-to-date REVPAR increased 14% and 9%, respectively,
due to  increases  in average  room rate and  average  occupancy.  For the third
quarter, combined average room rate improved 11% over the same period in 1996 to
$123, and combined average occupancy  increased 1.8 percentage points to 75%. On
a  year-to-date  basis,  combined  average  room  rate  increased  6%  over  the
comparable period in 1996 to $154 and combined average  occupancy  increased 2.6
percentage points to 83%.

Hotel Revenues

Third  quarter and  year-to-date  revenues  reported by the Orlando World Center
increased  24% and 11%,  respectively,  over  1996.  REVPAR  for  third  quarter
increased  13% over the  comparable  period  in 1996 to $90 as a result of a 1.3
percentage  point increase in occupancy to 72% and a 9% increase in average room
                                       7
<PAGE>
rate to $124.  These increases are primarily  attributable to increases in short
term demand by small groups and the Disney 25th  Anniversary  celebration.  As a
result of the increase in REVPAR,  rooms profit for the quarter  increased  $1.0
million over 1996,  an increase of 13%. Due to strong group  business,  food and
beverage sales and profit for the quarter increased $1.9 million or 22% and $0.7
million  or 24%,  respectively,  over  the same  periods  in  1996.  The  strong
year-to-date performance was a result of an 11% increase in REVPAR to $121. This
increase was attributed to a 2.7  percentage  point increase in occupancy to 82%
and a 7% increase in average room rate to $147.  The hotel achieved its increase
in average room rate as a result of rate  increases  across all segments and the
hotel's  ability to restrict  discounted  transient room rates.  The increase in
occupancy was primarily due to growth in association group business.

The hotel's  marketing  efforts are  concentrated  on capitalizing on the strong
group demand.  To meet this increasing  demand,  the hotel is hiring  additional
personnel to focus on attracting more group  business.  The hotel also continues
its  promotional  efforts  in the  transient  market  through  direct  mailings,
newspaper  advertisements,  and trade publication  advertisements.  In September
1997, the final phase of the rooms renovation  project was completed.  This will
enhance the hotel's  ability to compete in the  continuously  expanding  Orlando
market.

During the third quarter of 1997,  the hotel  received the "Gold Key Award" from
Meetings and  Conventions  magazine in recognition  for its superior  service to
convention, corporate and association guests.

Rental Income

Third  quarter  and  year-to-date  rental  income  from the Harbor  Beach  Hotel
improved  7% and 5%,  respectively,  over 1996  primarily  due to  increases  in
REVPAR. For the third quarter, REVPAR increased 16% over 1996 to $96 as a result
of a 2.9  percentage  point  increase in occupancy  to 81%  combined  with a 11%
increase in average room rate to $119.  The hotel  benefited from an increase in
higher rated leisure transient demand, increasing roomnights in this category by
41% and the  transient  average  rate by $16 over the same  period in 1996.  The
hotel was also able to increase its group average rate by $13 and benefited from
several  large  group  advance  bookings  in third  quarter.  As a result of the
increase in REVPAR, room sales and profit for the quarter increased $0.7 million
and $0.6 million,  respectively,  over 1996.  On a  year-to-date  basis,  REVPAR
increased 8% to $146 when compared to the same period in 1996. This increase was
due to a 5% increase  in average  room rate to $172 and a 2.3  percentage  point
increase in occupancy to 85%.  These  increases are the result of an increase in
room rates across all segments as well as increased group roomnights.

The hotel is continuing its cluster  advertising  with the Marina Marriott Hotel
and is  currently  targeting  large  groups  that  can be  accommodated  by both
properties.  In addition,  it is hiring more personnel to ensure the optimal use
of its meeting  space.  The hotel  continues to be  recognized  for its superior
service to convention, corporate and association guests. Recently, the hotel was
awarded the "Gold Key Award" from  Meetings  and  Conventions  magazine  and the
"Award of Excellence" from Corporate and Incentive Travel magazine.

Indirect Hotel Operating Costs and Expenses

Indirect  hotel  operating  costs and expenses  decreased 2% to $6.2 million and
increased  6% to $23.3  million,  for the  twelve  and  thirty-six  weeks  ended
September 12, 1997, respectively, when compared to the same periods in 1996. The
principal components of this category are discussed below:

        Incentive   management   fees.   Incentive   management  fees  increased
approximately $0.2 million,  or 19%, and $2.0 million, or 38%, for third quarter
and year-to-date  1997,  respectively,  as compared to the same periods in 1996.
The  year-to-date  increase  was  primarily  a result  of  additional  incentive
management fees of $1.4 million being paid in second quarter 1997.

        Depreciation and amortization.  Depreciation and amortization  decreased
approximately  $0.4  million,  or 17%, for third quarter 1997 as compared to the
same quarter in 1996. On a year-to-date  basis,  depreciation  and  amortization
decreased  approximately  $1.3 million or 16% as compared to 1996.  The decrease
was a result of furniture and fixtures becoming fully depreciated in 1996.

Interest expense

Interest  expense  for  third  quarter  and  year-to-date  decreased  5% and 3%,
respectively,  as compared to the same periods in 1996 due to reduced  principal
balances on the mortgage debt of the hotels  resulting  from required  principal
amortization.

                                       8
<PAGE>


Minority interest

Based upon its 50.5% ownership interest, the Partnership controls the Lauderdale
Beach  Association,  and  as a  result,  the  condensed  consolidated  financial
statements  of the  Partnership  include the  accounts of the  Lauderdale  Beach
Association.  Minority  interest  represents  the net income from the Lauderdale
Beach  Association  allocable  to  the  co-general  partner.  Minority  interest
increased from $2.4 million  year-to-date 1996 to $3.0 million year-to-date 1997
primarily due to the increase in rental  income from the Harbor Beach Hotel,  as
discussed above.

Net income

For third quarter 1997, the Partnership  achieved net income of $0.3 million, an
increase of $1.8 million over the same period in 1996. On a year-to-date  basis,
net income increased $3.2 million to $15.7 million over the same period in 1996.
These  increases  were  primarily due to increases in hotel  revenues and rental
income.

Seasonality

Demand,  and thus  occupancy and room rates,  is affected by normally  recurring
seasonal  patterns.  Demand  tends to be higher  during the  months of  November
through April than during the remainder of the year. This  seasonality  tends to
affect the results of  operations,  increasing  hotel revenues and rental income
during  these  months.  In  addition,  this  seasonality  may also  increase the
liquidity of the Partnership during these months.

                                       9
<PAGE>


                           PART II. OTHER INFORMATION



ITEM 1.         LEGAL PROCEEDINGS

Neither Marriott Hotel Properties  Limited  Partnership nor the Lauderdale Beach
Association  (the  "Partnerships")  nor the Hotels are presently  subject to any
material  litigation nor, to the General  Partner's  knowledge,  is any material
litigation threatened against the Partnerships or the Hotels, other than routine
litigation  and  administrative  proceedings  arising in the ordinary  course of
business,  some of which are expected to be covered by liability  insurance  and
which  collectively  are not expected to have a material  adverse  effect on the
business, financial condition or results of operations of the Partnerships.



                                       10
<PAGE>



                                   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.


                                        MARRIOTT HOTEL PROPERTIES
                                        LIMITED PARTNERSHIP


                                        By: HOTEL PROPERTIES MANAGEMENT, INC.
                                                 General Partner


                                                  /s/Earla L. Stowe
October 20, 1997                           By:  --------------------------------

                                                 Earla L. Stowe
                                                 Vice President and
                                                 Chief Accounting Officer



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
QUARTERLY  REPORT 10-Q AND IS  QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE TO SUCH
FINANCIAL STATEMENTS. </LEGEND>
<CIK>                         0000784711
<NAME>                        MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. DOLLAR
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   SEP-12-1997
<EXCHANGE-RATE>                                1.00
<CASH>                                         13,041
<SECURITIES>                                   0
<RECEIVABLES>                                  6,876
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               14,740<F1>
<PP&E>                                         341,825
<DEPRECIATION>                                 (118,473)
<TOTAL-ASSETS>                                 258,009
<CURRENT-LIABILITIES>                          3,367
<BONDS>                                        229,287
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     25,355
<TOTAL-LIABILITY-AND-EQUITY>                   258,009
<SALES>                                        0
<TOTAL-REVENUES>                               56,574
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               26,298<F2>
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             14,616
<INCOME-PRETAX>                                15,660
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   15,660
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<FN>
<F1>THIS INCLUDES MINORITY INTEREST.
<F2>THIS INCLUDES MINORITY INTEREST.
</FN>
        




</TABLE>


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