SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARRIOTT RICHARD E

(Last)

(First)

(Middle)

10400 FERNWOOD ROAD

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOST MARRIOTT CORP/ [ HMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock - Trust 07	12/12/2003		G		3,776	D	$0	111,388	I	by Trust
Common Stock - Trust 15	12/12/2003		G		2,124	D	$0	62,824	I	by Trust
Common Stock								5,355,609	D
Common Stock - JWM Sr. Ch Trust								492,689	I	by Trust
Common Stock - Other								2,503,066	I	by Partnership
Common Stock - Retirement Shares								1,800	D
Common Stock - SpTrstee								603,828	I	by Trust
Common Stock - Spouse								75,364	I	by Spouse
Common Stock - Trust 03								136,739	I	by Trust
Common Stock - Trust 04								125,480	I	by Trust
Common Stock - Trust 05								125,480	I	by Trust
Common Stock - Trust 06								136,739	I	by Trust
Common Stock - Trust 08								125,480	I	by Trust
Common Stock - Trust 09								125,480	I	by Trust
Common Stock - Trust 10								136,788	I	by Trust
Common Stock - Trust 11								77,117	I	by Trust
Common Stock - Trust 12								70,770	I	by Trust
Common Stock - Trust 13								70,770	I	by Trust
Common Stock - Trust 14								77,117	I	by Trust
Common Stock - Trust 16								70,770	I	by Trust
Common Stock - Trust 17								70,770	I	by Trust
Common Stock - Trust 18								77,139	I	by Trust
Common Stock - Trustee								259,689	I	by Trust
Restricted Stock								24,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights⁽¹⁾	$1.199							02/01/1999	10/12/2005	Common Stock	29,930		29,930	D
Stock Appreciation Rights⁽¹⁾	$2.2075							02/01/1999	10/03/2006	Common Stock	19,395		19,395	D
Stock Appreciation Rights⁽¹⁾	$2.707							02/01/1999	10/20/2007	Common Stock	17,360		17,360	D

Explanation of Responses:

1. On 12/29/98 Stock Appreciation Rights were obtained upon the conversion of previously held stock options, as adjusted for the distribution of the stock of Crestline Capital Corporation to Host Marriott Corporation shareholders, to preserve equal value of the cancelled stock options.

	By: Elizabeth A. Abdoo For: Richard E. Marriott	12/15/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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