January 30, 2006

Mail Stop 4561

Elizabeth A. Abdoo
Executive Vice President and General Counsel
Host Marriott Corporation
6903 Rockledge Drive, Suite 1500
Bethesda, MD 20817

      Re:	Host Marriott Corporation
		First Amendment to Registration Statement on Form S-4
      Filed January 18, 2006
		File No.  333-130249

      Annual Report on Form 10-K
		Filed March 1, 2005
      File No. 001-14625

      Starwood Hotels & Resorts Worldwide, Inc,
      Starwood Hotels & Resorts
      Annual Report on Form 10-K
      Filed March 4, 2005
      File No. 333-73069

Dear Ms. Abdoo:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

      All page numbers refer to the marked courtesy copy that you
provided to us.

Host Marriott Corporation Form S-4

General
1. We note your response to prior comment 1.  Please include this
information in the summary.
2. Please provide us with copies of any graphics or photographs
that
you intend to use as part of the proxy statement/prospectus.

Summary, page 1
3. Where relevant, please discuss in more detail changes in your
brand mix and relative international weight as a result of the
proposed transaction.  We note that this kind of information was
discussed in some detail in your November 14, 2005 conference
call.

Consideration for the Transactions, page 2
4. On page 3, please describe in more detail the events that could
trigger preferred purchase rights (i.e., what percentage of your
outstanding shares must be subject to purchase by third parties).
Also, please describe briefly the preferred benefits.

Opinion of Host Financial Advisors..., page 3
5. We note your response to prior comment 16 and reissue that part
of
the comment seeking disclosure of the potential conflict of
interest
arising from the fact that neither of the advisors who have passed
on
the fairness of this transaction would receive a fee in the event
the
transaction were to be terminated.  The recent decision of the
Delaware Court of Chancery referred to by you does not appear to
be
relevant to this matter, in part because neither Host nor Starwood
is
a Delaware corporation.

Relationship of Host and Starwood Following..., page 9
6. Please revise to describe generally the length of these
agreements, the transfer restrictions they entail, key payment
terms
(including operating, license and incentive fees), and reserve
terms
(including any short-term capital expenditure commitments beyond
those normally contemplated).  Also, please disclose, if true,
that
these agreements were structured to be comparable in terms to your
management agreements with Marriott.



Selected Unaudited Pro Forma Financial Data, page 14
7. Please revise note 1 on page 15 to provide a more detailed
description of the differences between the pro forma financials
and
the historical financials of Host and Starwood, presented on page
11
and 13.    In revising this disclosure, it may be helpful to
provide
individual notes explain the assumptions underlying apparent
differences in revenue, assets and debt.  Also, where you
represent
that Host does not intend to sell any of properties to be acquired
to
finance the acquisition, please describe your intention to sell
joint
venture interests in the European assets.

The Transactions, page 46
8. We note your response to prior comment 13.  When available,
please
disclose the purchase price of each asset.
9. We note your response to prior comment 22.  Please tell us
where
you describe the properties to be disposed by you in the like-kind
exchange described briefly on page 48.

Recommendation of Host`s Board..., page 57
10. We note your response to prior comment 32 and continue to
believe
that specific financial projections shared with your investors,
for
instance in the course of your November 14, 2005 conference call,
are
relevant to a description of the factors considered by the board
in
making its recommendation.  In this regard, please revise your
discussion of the board`s recommendation, beginning on page 58, to
include the following:

* that the acquired properties will be accretive to earnings on an
annualized basis (including the estimated amount per share); and

* that the portfolio is being acquired for a multiple of 2006
EBITDA
that represents a discount to your own (including quantification
of
the relevant estimates).
11. We note your response to prior comment 31.  Where relevant,
please explain briefly how you calculate total enterprise value.






Relationship of Host and Starwood Following..., page 113

FF&E and Capital Expenditures, page 114

12. We note your response to prior comment 58.  For both the case
of
when the escrow funds are controlled by the lender as well as when
the funds are recorded by the company as "furniture, fixtures and
equipment reserve fund," clarify the following:

* how these amounts are recorded in the statement of operations
and
the balance sheet as the amounts are received from tenants and as
the
expenditures for furniture, fixtures and equipment are made and
the
basis for the accounting treatment;

* how amounts received in excess of expenditures are accounted for
and the basis for that accounting treatment;

* whether the company has discretion on the amount of expenditures
to
be made with either the funds controlled by the lender or those
received directly from tenants, and if so, how that affects the
reporting of the amounts received in the statement of operations
and
the basis for the accounting treatment; and

* how the amounts received and expended are recorded in the
statement
of cash flows and the basis for that accounting treatment.

Growth Plan, page 115
13. Please identify hotels where the license may be at risk and
explain why.

Material Federal Income Tax Considerations to Holders of Shares of
Host Common Stock, page 120
14. Please disclose that you have received a tax opinion from
counsel
regarding your status as a REIT, identifying counsel.

Exhibits
15. We have reviewed your response to prior comment 68.  Please
advise us as to whether you anticipate executing definitive
agreements prior to effectiveness.  If not, please tell us why the
commitment letters would not be considered material agreements.
16. Please confirm that you will file updated consents of Goldman
Sachs and Bear Stearns with each amendment.

Host Marriott Corporation Form 10-K for the year ended December
31,
2004

Note 1. Summary of Significant Accounting Policies, pages 84-89

Property and equipment, pages 85-86

17. We have read and considered your response to comment 77 and
request that this clarification of your accounting policy be
included
in future filings in your description of critical accounting
policies
and in the summary of significant accounting policies.

Starwood Hotels & Resorts Form 10-K for the year ended December
31,
2004

Note 2-Significant Accounting Policies, pages F-11-F-20

Assets Held for Sale, page F-12

18. We have read and considered your response to comment 79 and
request that this clarification of your accounting policy be
included
in future filings in your description of critical accounting
policies
and in the summary of significant accounting policies.

Note 4. Gain (Loss) on Asset Disposition & Impairments, Net, page
F-
21

19. We note your response to comment 81.  With respect to the $33
million net loss reported in continuing operations, please provide
us
with a detailed analysis explaining why the various components of
this net loss did not qualify for discontinued operations
treatment
under paragraphs 41 & 42 of SFAS 144.

      As appropriate, please amend your registration statement in
response to our comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Matthew Maulbeck at 202-551-3466 or Linda
Van
Doorn, Senior Assistant Chief Accountant, at 202-551-3780 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact Geoffrey Ossias at 202-551-3404 or me at
202-551-3694 with any other questions.

Sincerely,



Owen J. Pinkerton
Senior Counsel


cc:	Scott C. Herlihy (via facsimile)
	Latham & Watkins LLP























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Elizabeth A. Abdoo
Host Marriott Corporation
January 30, 2006
Page 1