SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MARRIOTT RICHARD E (Last) (First) (Middle) 6903 ROCKLEDGE DRIVE SUITE 1500 (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. Date of Earliest Transaction (Month/Day/Year) 12/13/2005
	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/13/2005		M		29,930	A	$1.199	5,399,630	D
Common Stock	12/13/2005		D		29,930	D	$18.51	5,369,700	D
Common Stock(1)	12/13/2005		M		19,395	A	$2.2075	5,389,095	D
Common Stock(1)	12/13/2005		D		19,395	D	$18.51	5,369,700	D
Common Stock(1)	12/13/2005		M		17,360	A	$2.707	5,387,060	D
Common Stock(1)	12/13/2005		D		17,360	D	$18.51	5,369,700	D
Common Stock - Trust 07	12/14/2005		G		4,106	D	$0	107,282	I	by Trust
Common Stock - Trust 15	12/14/2005		G		2,309	D	$0	60,515	I	by Trust
Common Stock - Other								1,303,066	I	by Partnership
Common Stock - Retirement Shares								1,800	D
Common Stock - SpTrstee								505,962	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								100,036	I	by Trust
Common Stock - Trust 06								136,739	I	by Trust
Common Stock - Trust 08								71,783	I	by Trust
Common Stock - Trust 09								122,283	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								56,420	I	by Trust
Common Stock - Trust 14								77,117	I	by Trust
Common Stock - Trust 16								40,485	I	by Trust
Common Stock - Trust 17								68,967	I	by Trust
Common Stock - Trust 18								77,139	I	by Trust
Restricted Stock								3,200	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	$1.199	12/13/2005		M			29,930	12/12/1994	01/15/2006	Common Stock	29,930	$0	0	D
Stock Appreciation Rights(1)	$2.2075	12/13/2005		M			19,395	10/03/1995	10/03/2006	Common Stock	19,395	$0	0	D
Stock Appreciation Rights(1)	$2.707	12/13/2005		M			17,360	10/20/1996	10/20/2007	Common Stock	17,360	$0	0	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	12/15/2005
	** 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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