SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* MARRIOTT RICHARD E (Last) (First) (Middle) 10400 FERNWOOD ROAD (Street) BETHESDA MD 20817 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HOST MARRIOTT CORP/ [ HMT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock - JWM Sr. Ch Trust	12/09/2003		W	492,689	D	$0	0	I	by Trust
Common Stock							5,355,609	D
Common Stock - Other							2,503,066	I	by Partnership
Common Stock - Retirement Shares							1,800	D
Common Stock - SpTrstee							603,828	I	by Trust
Common Stock - Spouse							75,364	I	by Spouse
Common Stock - Trust 03							136,739	I	by Trust
Common Stock - Trust 04							125,480	I	by Trust
Common Stock - Trust 05							125,480	I	by Trust
Common Stock - Trust 06							136,739	I	by Trust
Common Stock - Trust 07							111,388	I	by Trust
Common Stock - Trust 08							125,480	I	by Trust
Common Stock - Trust 09							125,480	I	by Trust
Common Stock - Trust 10							136,788	I	by Trust
Common Stock - Trust 11							77,117	I	by Trust
Common Stock - Trust 12							70,770	I	by Trust
Common Stock - Trust 13							70,770	I	by Trust
Common Stock - Trust 14							77,117	I	by Trust
Common Stock - Trust 15							62,824	I	by Trust
Common Stock - Trust 16							70,770	I	by Trust
Common Stock - Trust 17							70,770	I	by Trust
Common Stock - Trust 18							77,139	I	by Trust
Common Stock - Trustee							259,689	I	by Trust
Restricted Stock							24,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights(1)	$1.199						02/01/1999	10/12/2005	Common Stock	29,930		29,930	D
Stock Appreciation Rights(1)	$2.2075						02/01/1999	10/03/2006	Common Stock	19,395		19,395	D
Stock Appreciation Rights(1)	$2.707						02/01/1999	10/20/2007	Common Stock	17,360		17,360	D

Explanation of Responses:

1. On 12/29/98 Stock Appreciation Rights were obtained upon the conversion of previously held stock options, as adjusted for the distribution of the stock of Crestline Capital Corporation to Host Marriott Corporation shareholders, to preserve equal value of the cancelled stock options.

	By: Elizabeth A. Abdoo For: Richard E. Marriott	02/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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