<PAGE>
Pursuant to Rule 424(b)(3)
Registration No. 333-19923
PROSPECTUS SUPPLEMENT NO. 2
(TO THE PROSPECTUS DATED MAY 30, 1997)
11,000,000 PREFERRED SECURITIES
HOST MARRIOTT FINANCIAL TRUST
6-3/4% CONVERTIBLE QUARTERLY INCOME PREFERRED SECURITIES
(CONVERTIBLE QUIPS/SM/* SECURITIES)
(LIQUIDATION PREFERENCE $50 PER PREFERRED SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED BY, AND CONVERTIBLE INTO COMMON STOCK OF,
HOST MARRIOTT CORPORATION
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This Prospectus Supplement No. 2 supplements and amends the Prospectus dated
May 30, 1997, as supplemented by the Prospectus Supplement dated July 18,
1997, (the "Prospectus") relating to (i) the 6-3/4% Convertible Quarterly
Income Preferred Securities (the "Preferred Securities"), which represent
preferred undivided beneficial ownership interests in the assets of Host
Marriott Financial Trust, a statutory business trust formed under the laws of
the State of Delaware and (ii) the shares of common stock of Host Marriott
Corporation, a Delaware corporation (the "Company"), par value $1 per share
(the "Company Common Stock"), issuable upon conversion of the Preferred
Securities.
The table on pages 73 through 76 of the Prospectus, which sets forth
information with respect to the Selling Holders (as defined in the Prospectus)
and the respective amounts of Preferred Securities beneficially owned by each
Selling Holder that may be offered pursuant to the Prospectus (as supplemented
and amended) (the "Selling Holder Table"), is hereby amended so that the
following line item reads as follows:
<TABLE>
<S> <C> <C>
Any other Holder of Convertible Preferred Securities or
Future Transferee from any such Holder................... 2,474,840 6,651,380
Additionally, the following new line items are added
to the Selling Holder Table:
Cowen & Co................................................. 10,000 26,876
Montgomery Securities...................................... 37,000 99,441
</TABLE>
The Prospectus, together with this Prospectus Supplement No. 2, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities Act
of 1933, as amended, with respect to offers and sales of the Preferred
Securities and the Company Common Stock issuable upon conversion of the
Preferred Securities. All references in the Prospectus to "this Prospectus"
are hereby amended to read "this Prospectus (as supplemented and amended)".
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PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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*QUIPS is a servicemark of Goldman, Sachs & Co.
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The date of this Prospectus Supplement is August 1, 1997
