SCHEDULE 14C INFORMATION
 
PROXY STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)
 
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[_] Preliminary Information Statement     [_] CONFIDENTIAL, FOR USE OF THE
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                           HOST MARRIOTT CORPORATION
             -----------------------------------------------------
               (Name of Registrant as Specified In Its Charter)
 

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Notes:


 
                  [LETTERHEAD OF HOST MARRIOTT APPEARS HERE]

                                                                   April 4, 1995
 
Dear Fellow Shareholders:
 
The enclosed proxy statement reflects Stephen F. Bollenbach as a Director,
President and Chief Executive Officer of Host Marriott. However, as announced
today, he will resign from those positions as of May 1, 1995, to accept the
position of Senior Executive Vice President and Chief Financial Officer of the
Walt Disney Company. I will assume his responsibilities as President and Chief
Executive Officer on an interim basis until a replacement is announced.
 
Steve has done an excellent job as President of our Company. All of us regret
his decision to leave, but we understand the appeal of Disney to him.
Fortunately, with the strong management team we have in place, our strategy
will stay on course and on schedule.
 
Your Board of Directors has created a Search Committee to select a new
President and Chief Executive Officer and to replace Steve as a Director. In
the meantime, I am confident our management team has the talent to maintain our
company's momentum. Attached for your information is a copy of the announcement
released to the press.
 
                                          Sincerely,
 
                                          /s/ Richard E. Marriott
 
                                          Richard E. Marriott
                                          Chairman of the Board