HOST MARRIOTT CORP/MD
8-K, 1996-12-06
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of Earliest Event Reported) December 4, 1996




                             Host Marriott Corporation 
             (Exact Name of Registrant as Specified in its Charter)



                                    Delaware
                 (State or Other Jurisdiction of Incorporation)


          1-5664                                    53-0085950
   (Commission File Number)           (I.R.S. Employer Identification Number)
                                  
                 10400 Fernwood Road, Bethesda, Maryland 20817
               (Address of Principle Executive Offices) (Zip Code)

                                                       


        Registrant's Telephone Number, Including Area Code (301) 380-9000
         (Former Name or Former Address, if changed since last report.)


                                                                              
 
<PAGE>

Item 5.   Other Events

On December 4, 1996, the Registrant  announced that it has completed the sale of
$550 million of 6.75% Convertible Preferred Securities through the Host Marriott
Financial Trust, a wholly-owned subsidiary of Host Marriott Corporation.  A copy
of the press release is included as an exhibit.

Item 7. Financial Statements and Exhibits


     (c) 99.1  News Release dated December 4, 1996. 






                                                    
                                   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/ Donald D. Olinger
                                        ----------------------------
                                       Senior Vice President and 
                                       Corporate Controller
December 6, 1996


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