8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2005

HOST MARRIOTT CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	001-19625	53-0085950
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

6903 Rockledge Drive

Suite 1500

Bethesda, Maryland 20817

(Address of principal executive offices) (Zip Code)

(240) 744-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.    Other Events

Host Marriott Corporation (NYSE:HMT) announced yesterday that Host Marriott, L.P., for whom the Company acts as sole general partner, increased its offering in a private placement $650 million aggregate principal amount of 6 ³/8% Series N Senior Notes due 2015 (the “Notes”). The Notes generally may not be redeemed prior to March 15, 2010. The net proceeds of the offering will be used to tender for Host Marriott L.P.’s existing 8 ³/8% Series E Senior Notes due 2006, to redeem a portion of the existing 7 ⁷/8% Series B Senior Notes due 2008, to repay other indebtedness and to pay related fees and expenses. The text of the news release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Item 9.01.    Financial Statements and Exhibits.

(c) Exhibits.

The following exhibits are filed herewith.

Exhibit Number	Description
99.1	Host Marriott Corporation news release dated March 3, 2005

Page 1

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	By:	HOST MARRIOTT CORPORATION
Date    March 4, 2005		/s/ Larry K. Harvey
		Larry K. Harvey Senior Vice President and Corporate Controller

Page 2

EX-99.1

Exhibit 99.1

Contact:	Gregory J. Larson
	Senior Vice President
	240-744-5120

HOST MARRIOTT CORPORATION ANNOUNCES INCREASE IN PROPOSED PRIVATE PLACEMENT OF SENIOR NOTES DUE 2015

BETHESDA, MD; March 3, 2005 – Host Marriott Corporation (NYSE:HMT) announced today that Host Marriott, L.P., for whom the Company acts as sole general partner, increased its offering in a private placement to $650 million aggregate principal amount of 6  ³/8% Series N Senior Notes due 2015 (the “Notes”). The Notes generally may not be redeemed prior to 2010. As the offering is a private placement, it will not be made to the general public. Only qualified institutional buyers may participate in the offering.

The net proceeds of the offering will be used to tender for Host Marriott L.P.’s existing 8  ³/8% Series E Senior Notes due 2006, to redeem a portion of its existing 7  ⁷/8% Series B Senior Notes due 2008, to repay other indebtedness and to pay related fees and expenses.

The Notes to be offered have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The issuance of the Notes will be structured to allow secondary market trading under Rule 144A under the Securities Act of 1933.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such an offering sold would be unlawful.

This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.

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