<PAGE>
PROSPECTUS SUPPLEMENT Pursuant to Rule 424(b)(3)
(TO PROSPECTUS DATED MAY 30, 1997) Registration No. 333-19923
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 supplements and amends the Prospectus dated
May 30, 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, 74, 75 and 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 items read as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Fidelity Advisor Series I:
Fidelity Growth & Income Fund(1) 1,600 4,300
Fidelity Financial Trust: Fidelity
Convertible Securities Fund(1) 345,000 927,222
Forest Fulcrum Fd. L.P 35,000 94,066
Forest Fulcrum Fd. Ltd 62,000 166,631
LLT Ltd. 3,000 8,062
Variable Insurance Products Fund III:
Growth & Income Portfolio 4,400 11,825
Any other Holder of Convertible
Preferred Securities or Future
Transferee from any such Holder 2,521,840 6,777,697
</TABLE>
Additionally, the following new line items are added to the Selling
Holder Table:
<TABLE>
<CAPTION>
<S> <C> <C>
Credit Suisse First Boston 35,000 94,066
Forum Capital Markets, L.P 40,000 107,504
Merrill Lynch Pierce Fenner and Smith 127,600 342,937
R/2/ Investments, LDC 21,800 56,439
</TABLE>
The Prospectus, together with this Prospectus Supplement, 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 July 18, 1997
