8-K

 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                    FORM 8-K
 
              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF 
                          THE SECURITIES ACT OF 1934
 
         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 15, 1995
 
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                           HOST MARRIOTT CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
        DELAWARE                  1-5664                  53-0085950
    (STATE OR OTHER          (COMMISSION FILE          (I.R.S. EMPLOYER
    JURISDICTION OF              NUMBER)             IDENTIFICATION NO.)
     INCORPORATION)
 
                 10400 FERNWOOD ROAD, BETHESDA, MARYLAND 20817
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
 
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       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (301) 380-9000

 
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         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)

 
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                                    FORM 8-K
 
ITEM 5. OTHER EVENTS
 
  On May 15, 1995, the Registrant announced that two of its subsidiaries intend
to issue $1 billion of debt in two concurrent offerings. A copy of the news
release announcing the offerings is attached as an exhibit to this current
report.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
 
  (c) Exhibits
 
    (99) News Release dated May 15, 1995.
 
                                   SIGNATURES
 
  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 hereunto duly authorized.
 
                                  Host Marriott Corporation
 
                                  By : /s/ Christopher G. Townsend
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                                      Christopher G. Townsend
                                      Senior Vice President and Secretary
 
Date: May 15, 1995

EX-99

 
                                                                      EXHIBIT 99
HOST MARRIOTT HOSPITALITY ANNOUNCES
$1 BILLION BOND REFINANCING

BETHESDA, MD, MAY 15, 1995--Host Marriott Hospitality, Inc., a wholly-owned 
subsidiary of Host Marriott Corporation, today announced that two of its 
wholly-owned subsidiaries intend to issue $1 billion of debt in two concurrent 
offerings. The company said that proceeds of the offerings would be used to 
redeem all of its remaining bonds, and to pay off the outstanding balance 
under Host Marriott's line of credit with Marriott International.

        The issuers of the new debt will be HMH Properties, Inc. (Properties), 
the owner of 70 of the company's 98 lodging properties, and Host Marriott 
Travel Plazas, Inc. (HMTP), the operator/manager of the company's food, 
beverage and merchandise concessions business. Properties and HMTP will issue 
$600 million and $400 million, respectively, of senior notes, secured by the 
stock of certain of their subsidiaries.

        The company stated that the purpose of the offerings is to facilitate 
the execution of Host Marriott's business strategy and lower its cost of 
borrowing.

        The securities being offered have not been registered under the 
Securities Act of 1933 as amended ("the Act"), and may not be offered or sold 
in the United States absent registration under the Act or an applicable 
exemption from registration requirements.