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RULE 424(b)(3)
REGISTRATION NOS. 333-2062
333-2062-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 29, 1996)
Offer for All Outstanding
10 3/4% Series A Senior Secured Notes due 2008
In Exchange for
10 3/4% Series B Senior Secured Notes due 2008 of
COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP
COURTYARD II FINANCE COMPANY
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Interest Payable February 1 and August 1
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Courtyard by Marriott II Limited Partnership (the "Company") and its
wholly owned subsidiary, Courtyard II Finance Company (the "Co-obligor"), as
joint and several obligors, upon the terms and subject to the conditions set
forth in the accompanying Prospectus and letter of transmittal (the "Letter of
Transmittal") (which together with this Prospectus Supplement constitute the
"Exchange Offer") hereby extend their offer to exchange $1,000 principal amount
of their registered 10 3/4% Series B Senior Secured Notes due 2008 (the "New
Notes") for each $1,000 principal amount of their unregistered 10 3/4% Series A
Senior Secured Notes due 2008 (the "Old Notes" and, together with the New Notes,
the "Notes"). As of May 30, 1996, approximately $125,740,000 aggregate principal
amount of the Old Notes had been tendered for exchange for New Notes with the
Exchange Agent and approximately $1,660,000 aggregate principal amount of the
Old Notes remain outstanding. Unless otherwise defined herein, capitalized terms
in this Prospectus Supplement have the same meaning as in the accompanying
Prospectus. The amended terms of the Exchange Offer set forth below supplement
and should be read in conjunction with the accompanying Prospectus, which,
except to the extent modified by this Prospectus Supplement, is incorporated
herein by reference.
The Exchange Offer has been extended for five (5) additional business
days and will expire at 5:00 p.m., New York City time, Tuesday, June 4, 1996, or
such later date and time to which it is extended (the "Expiration Date").
May 30, 1996
