MARRIOTT HOTEL PROPERTIES LTD PARTNERSHIP
10-Q, 1998-07-31
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 June 19, 1998

                                       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
 incorporation or organization)             (I.R.S. Employer Identification No.)

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

        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 ___ .



<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 Twenty-Four Weeks Ended June 19, 1998
                    (Unaudited) and June 20, 1997 (Unaudited)..................3

                  Condensed Consolidated Balance Sheet
                    June 19, 1998 (Unaudited) and December 31, 1997............4

                  Condensed Consolidated Statement of Cash Flows
                    Twenty-Four Weeks Ended June 19, 1998 (Unaudited)
                    and June 20, 1997 (Unaudited)..............................5

                  Notes to Condensed Consolidated Financial Statements
                    (Unaudited)................................................6

     Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations..........................9


                           PART II - OTHER INFORMATION

     Item 1.    Legal Proceedings.............................................12

     Item 6.    Exhibits and Reports on Form 8-K..............................12


<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 Twenty-Four Weeks Ended
                                       June 19,  June 20,    June 19,   June 20,
                                        1998       1997        1998       1997
                                     ---------   ---------  ---------   --------
<S>                                  <C>         <C>        <C>         <C>
REVENUES
   Hotel.............................$ 14,744    $ 12,600   $ 32,957    $ 30,867
   Rental income.....................   5,649       5,720     15,011      15,006
                                     ---------   ---------  ---------   --------

                                       20,393      18,320     47,968     45,873
                                     ---------   ---------  ---------   --------

OPERATING COSTS AND EXPENSES
   Incentive management fees.........   3,458       3,310      6,328      6,187 
   Depreciation and amortization.....   2,446       2,280      4,892      4,561
   Base management fees..............     983         924      2,095      2,024
   Ground rent, property taxes and
      other..........................   2,317       2,216      4,538      4,368
                                     ---------    --------  ---------   --------

                                        9,204       8,730     17,853     17,140
                                     ---------    --------  ---------   --------

OPERATING PROFIT.....................  11,189       9,590     30,115     28,733
   Interest expense..................  (4,476)     (4,843)    (9,199)    (9,893)
   Other revenue.....................     343         192        505        285
                                     ---------    --------  ---------   --------

INCOME BEFORE MINORITY INTEREST......   7,056       4,939     21,421     19,125

MINORITY INTEREST IN INCOME..........    (905)     (1,025)    (3,603)    (3,782)
                                     ---------    --------  ---------   --------

NET INCOME...........................$  6,151    $  3,914   $ 17,818   $ 15,343
                                     =========    ========  =========   ========

ALLOCATION OF NET INCOME
   General Partner...................$     62    $     39   $    178   $    153
   Limited Partners..................   6,089       3,875     17,640     15,190
                                     ---------    --------  ---------  ---------

                                     $  6,151    $  3,914   $ 17,818   $ 15,343
                                     =========    ========  =========  =========

NET INCOME PER LIMITED PARTNER UNIT
   (1,000 Units).....................$  6,089    $  3,875   $ 17,640   $ 15,190
                                     =========    ========  =========  =========

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

<PAGE>


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

<TABLE>
                                                      June 19,    December 31,
                                                        1998         1997
                                                    (Unaudited)
<S>                                                  <C>          <C>               
ASSETS

    Property and equipment, net......................$ 220,939    $ 222,216
    Due from Marriott International, Inc. and
      affiliates.....................................    9,012        7,912
    Minority interest................................    7,924       10,042
    Other assets.....................................   12,022       10,245
    Cash and cash equivalents........................   28,367       10,694
                                                     ----------    ----------

                                                     $ 278,264    $ 261,109
                                                     ==========    ==========


LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES
    Mortgage debt ...................................$ 237,183    $ 235,946
    Notes payable and amounts due to Marriott
      International, Inc. and affiliates.............    3,780        4,987
    Accounts payable and accrued interest............    1,129          196
    Amounts due to Host Marriott Corporation.........       21          132
                                                     ----------    ----------

         Total Liabilities...........................  242,113      241,261
                                                     ----------    ----------
PARTNERS' CAPITAL
    General Partner..................................      470          307
    Limited Partners.................................   35,681       19,541
                                                     ----------    ----------

         Total Partners' Capital.....................   36,151       19,848
                                                     ----------    ----------

                                                     $ 278,264    $ 261,109   
                                                     ==========    ==========

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

<PAGE>


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

<TABLE>
                                                Twenty-Four Weeks Ended
                                                 June 19,      June 20,
                                                   1998          1997
                                               -----------   ----------
<S>                                            <C<           <C>
OPERATING ACTIVITIES
   Net income..................................$   17,818    $  15,343
   Noncash items...............................     8,614        8,582
   Changes in operating accounts...............      (370)       1,708
                                                -----------   ----------

     Cash provided by operating activities.....    26,062       25,633
                                                -----------   ----------

INVESTING ACTIVITIES
   Additions to property and equipment.........    (3,615)      (1,481)
   Changes in property improvement funds.......    (1,802)      (3,590)
                                                -----------   ----------

     Cash used in investing activities.........    (5,417)      (5,071)
                                                -----------   ----------

FINANCING ACTIVITIES
   Construction loan advances..................     2,492           --
   Principal repayments of mortgage debt.......    (1,255)      (4,122)
   Capital distributions to partners...........    (1,515)      (1,514)
   Capital distributions to minority interest..    (1,485)      (1,485)
   Repayments to Marriott International, Inc.
      and affiliates...........................    (1,175)        (296)
   Payment of financing costs..................       (34)          --
                                                ------------   ---------

     Cash used in financing activities.........    (2,972)      (7,417)
                                                ------------   ---------

INCREASE IN CASH AND CASH EQUIVALENTS..........    17,673       13,145

CASH AND CASH EQUIVALENTS at beginning of
   period......................................    10,694        1,607          
                                                -----------   ----------

CASH AND CASH EQUIVALENTS at end of period.....$   28,367    $  14,752
                                                ============  ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for mortgage and other interest...$    8,112    $   9,660
                                                ===========   ==========



</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


<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 year ended  December  31,
     1997.

     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 June 19, 1998, the results of
     operations  for the twelve and  twenty-four  weeks  ended June 19, 1998 and
     June 20, 1997 and the cash flows for the  twenty-four  weeks ended June 19,
     1998 and June 20, 1997.  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 (the "Orlando Hotel")
     and a 50.5% interest in a partnership owning Marriott's Harbor Beach Resort
     (the  "Harbor  Beach   Partnership"),   whose   financial   statements  are
     consolidated  herein. The remaining 49.5% general  partnership  interest in
     the  Harbor  Beach  Partnership  is  reported  as  minority  interest.  All
     significant intercompany balances and transactions have been eliminated.

     For  financial  reporting  purposes,  net  income  and  net  losses  of the
     Partnership are allocated 99% to the limited partners and 1% to the general
     partner.  Significant  differences  exist  between  the net  income and net
     losses for financial  reporting  purposes and the net income 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.   Certain  reclassifications  were  made  to  the  prior  year  financial
     statements to conform to the 1998 presentation.

3.   Hotel  revenues  represent  house  profit from the Orlando  Hotel since the
     Partnership  has delegated  substantially  all of the  operating  decisions
     related to the  generation of house profit of the Orlando Hotel 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.


<PAGE>

On November  20,  1997,  the  Emerging  Issues  Task Force  ("EITF") of the
     Financial  Accounting  Standards  Board  reached a  consensus  on EITF 97-2
     "Application  of FASB  Statement No. 94 and APB Opinion No. 16 to Physician
     Practice  Management  Entities and Certain Other Entities with  Contractual
     Management  Arrangements." EITF 97-2 addresses the circumstances in which a
     management entity may include the revenues and expenses of a managed entity
     in its financial statements.

     The  Partnership  is  assessing  the  impact of EITF 97-2 on its  policy of
     excluding property-level revenues and operating expenses of the Hotels from
     its  statements of operations  (see Note 3). If the  Partnership  concludes
     that EITF 97-2 should be applied to the Hotels,  it would include operating
     results of this managed operation in its financial statements.  Application
     of  EITF  97-2  to  financial  statements  as of and  for  the  twelve  and
     twenty-four  weeks ended June 19, 1998 would have  increased  both revenues
     and  operating  expenses  by  approximately  $18.0 million  and  $36.9
     million, respectively and would have had no impact on net income.

     Hotel revenues consist of hotel operating results for the Orlando Hotel for
     1998 and 1997 (in thousands):
<TABLE>
                                      Twelve Weeks Ended Twenty-Four Weeks Ended
                                       June 19,   June 20, June 19,   June 20,
                                         1998     1997       1998        1997
                                     ---------- ---------  ---------   ---------
         <S>                         <C>        <C>        <C>         <C>
         HOTEL SALES
           Rooms......................$ 16,431  $  15,872  $  35,167   $  34,365
           Food and beverage..........  13,398     11,892     28,201      26,476
           Other......................   2,950      3,008      6,480       6,614
                                     ---------- ---------  ---------   ---------
                                        32,779     30,772     69,848      67,455
                                     ---------- ---------  ---------   ---------

         HOTEL EXPENSES
           Departmental Direct Costs
              Rooms..................    3,154      3,405      6,392       6,477
              Food and beverage......    8,096      7,735     16,820      16,025
           Other hotel operating
              expenses...............    6,785      7,032     13,679      14,086
                                     ---------- ---------  ---------   ---------
                                        18,035     18,172     36,891      36,588
                                     ---------- ---------  ---------   ---------

         HOTEL REVENUES..............$  14,744   $ 12,600  $  32,957   $  30,867
                                     ========== =========  =========   =========
</TABLE>
4.   Rental income under the Harbor Beach  Partnership  operating  lease for the
     twelve and twenty-four weeks ended was (in thousands):
<TABLE>
                                   Twelve Weeks Ended    Twenty-Four Weeks Ended
                                   June 19,    June 20,   June 19,     June 20,
                                    1998         1997       1998         1997
                                  ---------   ---------  ----------  ----------
         <S>                        <C>        <C>        <C>          <C>
         Basic rental...............$  403     $   409    $    806     $    771
         Percentage rental.......... 1,548       1,549       3,279        3,513
         Performance rental......... 3,189       3,457      10,417       10,417
         Additional performance
           rental...................   509         305         509          305
                                  ---------   ---------  ----------  -----------

         RENTAL INCOME..............$5,649     $ 5,720    $ 15,011     $ 15,006
                                  =========   =========  ==========  ===========
</TABLE>
     

<PAGE>


5.   On April 15, 1998, the Partnership  successfully completed the financing
     for the expansion of the Orlando World Center (the "Construction  Loan").
     The lender is obligated to provide up to $88 million to fund costs related
     to the construction of a 500-room tower, new parking garage,  expansion of
     the existing JW's Steakhouse restaurant, redesign of the existing golf
     course and construction of 15,000 square feet of additional meeting  space.
     During the construction period, the Partnership is required to make monthly
     payments of principal and interest at the fixed interest rate of 7.48% with
     such interest payments funded by the Construction Loan.  Principal payments
     will be funded by hotel operations.  Upon completion of the expansion,  the
     Partnership will be required to pay principal and interest at the fixed
     interest rate of 7.48% amortized over the remaining term of the
     Construction  Loan. The  Construction Loan  matures on January 1, 2008.  As
     of June 19, 1998, the Partnership has received Construction  Loan  advances
     of $2.5  million  which were used to pay construction costs.

6.   On April 17, 1998, Host Marriott,  parent company of the General Partner
     of the  Partnership,  announced  that its  Board of  Directors  authorized
     Host Marriott  to  reorganize its business  operations to qualify as a real
     estate investment trust ("REIT") to become effective as of January 1, 1999.
     As part of the REIT  conversion,  Host  Marriott  formed a new operating
     partnership  (the "Operating  Partnership"),   and  limited  partners  in
     certain  Host  Marriott full-service hotel partnerships and joint ventures,
     including the Partnership, are expected to be given an opportunity to
     receive,  on a tax-deferred basis, Operating  Partnership  units in the new
     Operating  Partnership  in exchange for their current limited  partnership
     interests.  The Operating  Partnership units would be  redeemable  by the
     limited  partner for freely  traded Host  Marriott shares  (or the cash 
     equivalent  thereof)  at any time  after one year from the closing of the
     merger. In connection with the REIT conversion,  on June 2, 1998, the
     Operating Partnership  filed a Registration  Statement on Form S-4 with the
     Securities  and Exchange Commission.  Limited partners will be able to vote
     on this Partnership's participation in the merger later this year through a
     consent solicitation.


<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 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.

RESULTS OF OPERATIONS

The chart below summarizes  REVPAR,  or revenue per available room, for 1998 and
1997:
<TABLE>
                                   Twelve Weeks Ended
                                  June 19,      June 20,
                                   1998          1997      % Increase
                                ---------     ---------     ---------
       <S>                      <C>           <C>               <C>
       Orlando World Center     $   130       $   125           4%
       Harbor Beach             $   148       $   143           3%

       Combined Average         $   136       $   131           4%
</TABLE>
<TABLE>
                                Twenty Four Weeks Ended
                                 June 19,      June 20,
                                   1998          1997      % Increase
                                ----------    ---------     ---------
       <S>                      <C>           <C>               <C>
       Orlando World Center     $   139       $   136           2%
       Harbor Beach             $   177       $   170           4%

       Combined Average         $   150       $   146           3%
</TABLE>
Total consolidated  Partnership revenues for the second quarter and year-to-date
ended June 19, 1998,  increased 11% and 5%,  respectively,  when compared to the
comparable  periods ended June 20, 1997.  The increase for second  quarter was a
result of an increase in sales coupled with a decrease in operating  expenses at
the Orlando Hotel.  Year-to-date operating results were also strong for both the
Orlando Hotel and the Harbor Beach Hotel (the "Hotels").  REVPAR  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  or  generally  accepted  accounting  principles
measurement of revenue).  On a combined basis,  second quarter and  year-to-date
REVPAR increased 4% and 3%, respectively,  primarily due to increases in average
room rate. For the second  quarter,  the combined  average room rate improved 6%
over the same  period in 1997 to $161,  while  the  combined  average  occupancy
decreased one  percentage  point to 85%. On a year-to-date  basis,  the combined
average room rate increased 5% over the comparable  period in 1997 to $177 while
the combined average occupancy decreased two percentage points to 85%.
<PAGE>
Hotel revenues. Second quarter and year-to-date revenues reported by the Orlando
Hotel increased 17% and 7%,  respectively,  over the same period of 1997. REVPAR
for second quarter  increased 4% over the comparable period in 1997 to $130 as a
result of a one percentage  point increase in occupancy to 86% and a 3% increase
in average room rate to $152. As a result of group sales efforts  shifting focus
from association  groups to corporate  groups,  second quarter food and beverage
sales  increased  13% over last year.  In addition,  second  quarter other hotel
operating  expenses  decreased  4% from last  year  primarily  due to  decreased
reservation  costs.  The strong  year-to-date  performance  was a result of a 2%
increase in REVPAR to $139.  This  increase was  attributed  to a 4% increase in
average room rate to $162 offset by a one percentage point decrease in occupancy
to 86%. 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 decrease in occupancy was primarily due to a decrease
in group roomnights.

Rental  income.  Second quarter and  year-to-date  rental income from the Harbor
Beach Hotel  decreased 1% and remained  stable,  respectively,  over 1997.  As a
result of additional  amounts retained by the operating  tenant,  second quarter
1998 rental income decreased slightly from the same period in 1997.

For the second quarter,  REVPAR  increased 3% over 1997 to $148 as a result of a
10%  increase  in average  room rate to $183 offset by a five  percentage  point
decrease in occupancy to 82%. On a year-to-date  basis,  REVPAR  increased 4% to
$177 when compared to the comparable  period in 1997. This increase was due to a
10%  increase  in average  room rate to $215 offset by a five  percentage  point
decrease  in  occupancy  to 82%.  The  year-to-date  improvement  in REVPAR  was
primarily a result of a 16% increase in the group rate.

Operating  costs and expenses.  The  Partnership's  operating costs and expenses
decreased  5% to $9.2  million  and 4% to  $17.1  million,  for the  twelve  and
twenty-four  weeks  ended June 19,  1998,  respectively,  when  compared  to the
comparable  periods in 1997.  The  principal  components  of this  category  are
discussed below:

Depreciation and amortization.  Depreciation and amortization  increased
approximately  $0.2  million or 7%, for second  quarter  1998 as compared to the
same quarter in 1997. On a year-to-date  basis,  depreciation  and  amortization
increased approximately $0.3 million, or 7% as compared to 1997. The increase is
primarily due to the completion of the rooms  renovation  project at the Orlando
Hotel during fourth quarter 1997.

Operating  profit.  As a result of changes in revenues  and  expenses  discussed
above, operating profit for the second quarter 1998 increased by $1.6 million to
$11.2  million  compared to the same period in 1997.  On a  year-to-date  basis,
operating profit increased by $1.4 million to $30.1 million over the same period
in 1998.

Interest expense. Interest expense for second quarter and year-to-date decreased
8% and 7%,  respectively,  as compared to the comparable  periods in 1997 due to
the refinancing of the Orlando Hotel's mortgage debt at a lower interest rate in
1997.

Minority  interest.   Based  upon  its  50.5%  ownership  interest,   the
Partnership  controls  the  Harbor  Beach  Partnership  and,  as a  result,  the
condensed  consolidated  financial  statements  of the  Partnership  include the
accounts of the Harbor Beach Partnership.  Minority interest  represents the net
income from the Harbor Beach  Partnership  allocable to the co-general  partner.
Minority  interest in income  decreased from $3.8 million  year-to-date  1997 to
$3.6 million  year-to-date 1998 primarily due to a slight decrease in net income
from the Harbor Beach Partnership due to an increase in depreciation expense.

Net income. For second quarter 1998, the Partnership achieved net income of $6.2
million,  an  increase  of $2.2  million  over the  same  period  in 1997.  On a
year-to-date  basis, net income increased $2.5 million to $17.8 million over the
comparable period in 1997. This increase was primarily due to increases in hotel
revenues and rental  income and the decrease in interest  expense,  as discussed
above.
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY

The  Partnership's  financing needs have  historically  been funded through loan
agreements with independent  financial  institutions,  Host Marriott Corporation
("Host  Marriott")  and its  affiliates  or Marriott  International,  Inc.  (the
"Manager") 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 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 cash provided by operations for the twenty-four  weeks ended June 19, 1998
and June 20,  1997,  was $26.1  million  and $25.6  million,  respectively.  The
increase was  primarily  due to an increase in hotel  revenues and rental income
when compared to 1997.

For the  twenty-four  weeks ended June 19, 1998 and June 20, 1997,  cash used in
investing activities was $5.4 million and $5.1 million, respectively, consisting
primarily  of an  increase  in  additions  to property  and  equipment.  This is
primarily due to the commencement of the Orlando Hotel expansion  project in May
1998.

     For the twenty-four  weeks ended June 19, 1998 and June 20, 1997, cash used
in financing  activities  was $3.0 million and $7.4 million,  respectively.  The
decrease in cash used in  financing  activities  was  primarily  the result of a
decrease  in  principal  repayments  on the  mortgage  debt and the  receipt  of
construction  loan advances.  During the twenty-four  weeks ended June 19, 1998,
the  Partnership  distributed  $1.5 million to its partners  ($1,500 per limited
partner unit). This distribution  represented $540 per limited partner unit from
1997  operations and $960 per limited partner unit related to first quarter 1998
operations.  In  addition,  on  August  4,  1998,  the  Partnership  distributed
$8,080,808 ($8,000 per limited partner unit) from 1998 operations.

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.



<PAGE>


                           PART II. OTHER INFORMATION


ITEM 1.         LEGAL PROCEEDINGS

Neither 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.

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K

b.     Reports on Form 8-K

       1.  A Form 8-K was filed with the Securities  and Exchange  Commission on
           May 8, 1998.  In this filing,  Item 5 -- Other Events  discloses  the
           announcement by Host Marriott,  parent company of the general partner
           of the  Partnership,  that Host  Marriott's  Board of  Directors  has
           authorized  Host  Marriott to reorganize  its business  operations to
           qualify as a real estate  investment trust effective as of January 1,
           1999.  A copy  of the  press  release  was  included  as an Item 7 --
           Exhibit in this form 8-K filing.

       2.  A Form 8-K was filed with the Securities  and Exchange  Commission on
           June 19, 1998. In this filing, Item 5 Other Events discloses that the
           general partner sent the limited partners of the Partnership a letter
           to inform  them of the  proposed  reorganization  of Host  Marriott's
           business  operations to qualify as a real estate investment trust and
           provide them with the estimated  exchange value per Partnership unit.
           A copy of the  letter  was  included  as an Item 7 -- Exhibit in this
           Form 8-K filing.






<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



July 31, 1998               By:   /s/ Earla L. Stowe
                                  ------------------
                                  Earla L. Stowe
                                  Vice President and Chief Accounting Officer



<TABLE> <S> <C>


<ARTICLE>                5
<LEGEND>
THIS CHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY
REPORT 10-Q AND IS QUALIFIED IN ITS ENTRETY 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>                      6-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
<PERIOD-END>                       JUN-19-1998
<EXCHANGE-RATE>                    1.00
<CASH>                             28,367
<SECURITIES>                       0
<RECEIVABLES>                      9,012
<ALLOWANCES>                       0
<INVENTORY>                        0
<CURRENT-ASSETS>                   19,946
<PP&E>                             348,063              
<DEPRECIATION>                     (127,124)
<TOTAL-ASSETS>                     278,264
<CURRENT-LIABILITIES>              4,930
<BONDS>                            237,183
              0
                        0         
<COMMON>                           0    
<OTHER-SE>                         36,151
<TOTAL-LIABILITY-AND-EQUITY>       278,264
<SALES>                            0
<TOTAL-REVENUES>                   47,968
<CGS>                              0
<TOTAL-COSTS>                      0
<OTHER-EXPENSES>                   20,951
<LOSS-PROVISION>                   0
<INTEREST-EXPENSE>                 9,199
<INCOME-PRETAX>                    17,818
<INCOME-TAX>                       0    
<INCOME-CONTINUING>                0
<DISCONTINUED>                     0
<EXTRAORDINARY>                    0
<CHANGES>                          0
<NET-INCOME>                       17,818
<EPS-PRIMARY>                      0
<EPS-DILUTED>                      0

        

</TABLE>


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