<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 1998

                                                 Registration No. 333-__________

===============================================================================-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           ________________________

                         CRESTLINE CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

          MARYLAND                                     53-2039044
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)            
                                        
                              10400 FERNWOOD ROAD
                         BETHESDA, MARYLAND  20817-1109
          (Address of Principal Executive Offices, including zip code)

                           ________________________

                         CRESTLINE CAPITAL CORPORATION
                          RETIREMENT AND SAVINGS PLAN
                            (Full title of the Plan)

                           ________________________

                            TRACY M.J. COLDEN, ESQ.
             SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                         CRESTLINE CAPITAL CORPORATION
                              10400 FERNWOOD ROAD
                         BETHESDA, MARYLAND 20817-1109
                                 (301) 380-9000

(Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                          J. WARREN GORRELL, JR., ESQ.
                            GEORGE P. BARSNESS, ESQ.
                             HOGAN & HARTSON L.L.P.
                          555 THIRTEENTH  STREET, N.W.
                          WASHINGTON, D.C.  20004-1109
                                 (202) 637-5600

                           ________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================================================
 
                                                      AMOUNT      PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
               TITLE OF SECURITIES                     TO BE       OFFERING PRICE      AGGREGATE OFFERING     REGISTRATION
                 TO BE REGISTERED                   REGISTERED        PER SHARE               PRICE                FEE
--------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>                  <C>                    <C>
 
Common stock, par value $.01 per share               37,000 (1)       $17.88(2)            $661,560(2)         $184(2)
===========================================================================================================================
</TABLE>

(1)    In addition, pursuant to Rule 416(c), this registration statement also
       covers an indeterminate amount of interests to be offered or sold
       pursuant to the employee benefit plan described herein.

(2)    Estimated pursuant to Rule 457(h) solely for purposes of calculating the
       amount of registration fee.

================================================================================
<PAGE>
 
                                     PART I
                                        
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


  The documents containing the information specified in Part I will be sent or
given to employees participating in the Crestline Capital Corporation Retirement
and Savings Plan (the "Plan") as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.

                                     PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Crestline Capital Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:

            (a)  The Registrant's Prospectus dated November 23, 1998 filed
                 pursuant to Rule 424(b) under the Securities Act.
              
            (b)  Current Reports on Form 8-K filed by the Registrant dated
                 December 14, 1998 (filed on December 17, 1998),  and dated
                 December 18, 1998 (filed on December 22, 1998).
              
            (c)  The description of the Registrant's common stock, par value
                 $0.01 per share ("Common Stock"), contained in the Registrant's
                 Registration Statement on Form 8-A12B filed on November 20,
                 1998.

  In addition, all documents filed by the Registrant subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents or reports.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.



ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).

                                       2
<PAGE>
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's Charter and Bylaws obligate the Registrant, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former director or officer who is made a party to the proceeding by
reason of his or her service in that capacity or (b) any individual who, while a
director or officer of the Registrant and at the request of the Registrant,
serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise and who is made a party to the proceeding by reason of
his or her service in that capacity, against any claim or liability to which he
or she may become subject by reason of such status.  The Maryland General
Corporation Law, as amended (the "MGCL"), permits a Maryland corporation to
indemnify its directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful.  However, under the
MGCL, a Maryland corporation may not indemnify a director or officer in a suit
by or in the right of the corporation if such director or officer has been
adjudged to be liable to the corporation.  In accordance with the MGCL, the
Registrant's Bylaws require it, as a condition to advancing expenses, to obtain
(1) a written affirmation by the director or officer of his good faith belief
that he or she has met the standard of conduct necessary for indemnification by
the Registrant as authorized by the Registrant's Bylaws and (2) a written
statement by or on his or her behalf to repay the amount paid or reimbursed by
the Registrant if it shall ultimately be determined that the standard of conduct
was not met.

     The Registrant intends to enter into indemnification agreements with each
of its directors and officers.  The indemnification agreements will require,
among other things, that the Registrant indemnify its directors and officers to
the fullest extent permitted by law and advance to its directors and officers
all related expenses, subject to reimbursement if it is subsequently determined
that indemnification is not permitted.

     The directors and officers of the Company are insured under policies of
insurance maintained by the Registrant, subject to the limits of the policies,
against certain losses arising from any claim made against them by reason of
being or having been such directors and officers, including with respect to
securities law claims.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                       3
<PAGE>
 
ITEM 8.  EXHIBITS

Exhibit
Number    Description
-------   -----------
          
4.1       Rights Agreement, dated as of December 14, 1998, between
          the Registrant and the
          Rights Agent (incorporated by reference to Exhibit 4.1 of the
          Registrant's Form 8-A,
          dated December 17, 1998 (No. 1-14635))

5.1       Opinion of Hogan & Hartson L.L.P. regarding the legality of the shares
          being registered

23.1      Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)

23.2      Consent of Arthur Andersen LLP

24.1      Power of Attorney (included on signature page)

     The Registrant undertakes to submit the Plan and any amendment thereto to
the Internal Revenue Service (the "IRS") in a timely manner and agrees to make
all changes required by the IRS in order to qualify the Plan.

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act;
                   
               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of this Registration Statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in this
                      Registration Statement. Notwithstanding the foregoing, any
                      increase or decrease in volume of securities offered (if
                      the total dollar value of securities offered would not
                      exceed that which was registered) and any deviation from
                      the low or high end of the estimated maximum offering
                      range may be reflected in the form of prospectus filed
                      with the Commission pursuant to Rule 424(b) if, in the
                      aggregate, the changes in volume and price represent no
                      more than a 20 percent change in the maximum aggregate
                      offering price set forth in the "Calculation of
                      Registration Fee" table in the effective registration
                      statement; and

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement;

                                       4
<PAGE>
 
               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration statement is on Form S-3, Form S-8
               or Form F-3, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in the
               periodic reports filed by the Registrant pursuant to Section 13
               or Section 15(d) of the Exchange Act that are incorporated by
               reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered the securities offered therein, and the
               offering of such securities at that time shall be deemed to be
               the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby further undertakes that, for the
          purposes of determining any liability under the Securities Act, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act (and, where applicable, each filing
          of an employee benefit plan's annual report pursuant to Section 15(d)
          of the Exchange Act) that is incorporated by reference in the
          Registration Statement shall be deemed to be a new registration
          statement relating to the securities offered herein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to existing provisions or
          arrangements whereby the Registrant may indemnify a director, officer
          or controlling person of the Registrant against liabilities arising
          under the Securities Act, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as expressed in the
          Securities Act and is, therefore, unenforceable.  In the event that a
          claim for indemnification against such liabilities (other than the
          payment by the Registrant of expenses incurred or paid by a director,
          officer or controlling person of the Registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.

                                       5
<PAGE>
 
                              SIGNATURES


     The Registrant.  Pursuant to the requirements of the Securities Act of
     ---------------                                                       
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Bethesda, Maryland, on this 28th day of December, 1998.


                                    CRESTLINE CAPITAL CORPORATION


                                    By:  /s/ JAMES L. FRANCIS
                                        --------------------------------
                                        James L. Francis
                                        Executive Vice President, Chief
                                        Financial Officer and Treasurer


                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bruce D. Wardinski and James L. Francis, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or heir substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE                   TITLE                               DATE


/s/ BRUCE D. WARDINSKI    Chairman of the Board, President    December 28, 1998 
----------------------    and Chief Executive Officer                           
Bruce D. Wardinski        (Principal Executive Officer)        
                       
                       


/s/ JAMES L. FRANCIS       Executive Vice President, Chief    December 28, 1998
----------------------     Financial Officer and Treasurer    
James L. Francis           (Principal Financial and                             
                            Accounting Officer)               
                       
                       

                                       6
<PAGE>
 
SIGNATURE                       TITLE                         DATE




/s/ LARRY K. HARVEY           Senior Vice President and       December 28, 1998
---------------------------   Corporate Controller             
Larry K. Harvey               (Principal Accounting Officer)   
                                                              
/s/ CHRISTOPHER J. NASSETTA   Director                        December 28, 1998
---------------------------                                   
Christopher J. Nassetta       

                                       7
<PAGE>
 
     The Plan.   Pursuant to the requirements of the Securities Act of 1933, the
     ---------                                                                  
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Bethesda, Maryland, on this 28th
day of December, 1998.

                                    CRESTLINE CAPITAL CORPORATION
                                    RETIREMENT AND SAVINGS PLAN

                                    PLAN ADMINISTRATOR:

                                    CRESTLINE CAPITAL CORPORATION


                                    By:  /s/ JAMES L. FRANCIS
                                        --------------------------------
                                        James L. Francis
                                        Executive Vice President, Chief
                                        Financial Officer and Treasurer

                                       8
<PAGE>
 
                                 EXHIBIT INDEX


EXHIBIT
NUMBER        DESCRIPTION                                            PAGE
------        -----------                                            -----


4.1           Rights Agreement, dated as of December 14, 1998,
              between the Registrant and the Rights Agent
              (incorporated by reference to Exhibit 4.1 of the
              Registrant's Form 8-A, dated December 17, 1998
              (No. 1-14635))

5.1           Opinion of Hogan & Hartson L.L.P. regarding the
              legality of the shares being registered

23.1          Consent of Hogan & Hartson L.L.P. (included in
              Exhibit 5.1)

23.2          Consent of Arthur Andersen LLP
            
24.1          Power of Attorney (included on signature page)

                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22063}]
{"company-data": {"conformed-name": "CRESTLINE CAPITAL CORP", "cik": "0001070752", "assigned-sic": "7011", "irs-number": "522039044", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69779", "film-number": "98776631"}, "business-address": {"street1": "10400 FERNWOOD ROAD DEPT 907", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3013809000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 1998

                                                 Registration No. 333-__________

===============================================================================-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           ________________________

                         CRESTLINE CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

          MARYLAND                                     53-2039044
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)            
                                        
                              10400 FERNWOOD ROAD
                         BETHESDA, MARYLAND  20817-1109
          (Address of Principal Executive Offices, including zip code)

                           ________________________

                         CRESTLINE CAPITAL CORPORATION
                          RETIREMENT AND SAVINGS PLAN
                            (Full title of the Plan)

                           ________________________

                            TRACY M.J. COLDEN, ESQ.
             SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                         CRESTLINE CAPITAL CORPORATION
                              10400 FERNWOOD ROAD
                         BETHESDA, MARYLAND 20817-1109
                                 (301) 380-9000

(Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                          J. WARREN GORRELL, JR., ESQ.
                            GEORGE P. BARSNESS, ESQ.
                             HOGAN & HARTSON L.L.P.
                          555 THIRTEENTH  STREET, N.W.
                          WASHINGTON, D.C.  20004-1109
                                 (202) 637-5600

                           ________________________

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================================
 
                                                      AMOUNT      PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
               TITLE OF SECURITIES                     TO BE       OFFERING PRICE      AGGREGATE OFFERING     REGISTRATION
                 TO BE REGISTERED                   REGISTERED        PER SHARE               PRICE                FEE
--------------------------------------------------------------------------------------------------------------------------
Common stock, par value $.01 per share               37,000 (1)       $17.88(2)            $661,560(2)         $184(2)
===========================================================================================================================
(1)    In addition, pursuant to Rule 416(c), this registration statement also
       covers an indeterminate amount of interests to be offered or sold
       pursuant to the employee benefit plan described herein.

(2)    Estimated pursuant to Rule 457(h) solely for purposes of calculating the
       amount of registration fee.

================================================================================
PART I
                                        
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  The documents containing the information specified in Part I will be sent or
given to employees participating in the Crestline Capital Corporation Retirement
and Savings Plan (the "Plan") as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.

                                     PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Crestline Capital Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:

            (a)  The Registrant's Prospectus dated November 23, 1998 filed
                 pursuant to Rule 424(b) under the Securities Act.
              
            (b)  Current Reports on Form 8-K filed by the Registrant dated
                 December 14, 1998 (filed on December 17, 1998),  and dated
                 December 18, 1998 (filed on December 22, 1998).
              
            (c)  The description of the Registrant's common stock, par value
                 $0.01 per share ("Common Stock"), contained in the Registrant's
                 Registration Statement on Form 8-A12B filed on November 20,
                 1998.

  In addition, all documents filed by the Registrant subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents or reports.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).

                                       2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's Charter and Bylaws obligate the Registrant, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former director or officer who is made a party to the proceeding by
reason of his or her service in that capacity or (b) any individual who, while a
director or officer of the Registrant and at the request of the Registrant,
serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise and who is made a party to the proceeding by reason of
his or her service in that capacity, against any claim or liability to which he
or she may become subject by reason of such status.  The Maryland General
Corporation Law, as amended (the "MGCL"), permits a Maryland corporation to
indemnify its directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful.  However, under the
MGCL, a Maryland corporation may not indemnify a director or officer in a suit
by or in the right of the corporation if such director or officer has been
adjudged to be liable to the corporation.  In accordance with the MGCL, the
Registrant's Bylaws require it, as a condition to advancing expenses, to obtain
(1) a written affirmation by the director or officer of his good faith belief
that he or she has met the standard of conduct necessary for indemnification by
the Registrant as authorized by the Registrant's Bylaws and (2) a written
statement by or on his or her behalf to repay the amount paid or reimbursed by
the Registrant if it shall ultimately be determined that the standard of conduct
was not met.

     The Registrant intends to enter into indemnification agreements with each
of its directors and officers.  The indemnification agreements will require,
among other things, that the Registrant indemnify its directors and officers to
the fullest extent permitted by law and advance to its directors and officers
all related expenses, subject to reimbursement if it is subsequently determined
that indemnification is not permitted.

     The directors and officers of the Company are insured under policies of
insurance maintained by the Registrant, subject to the limits of the policies,
against certain losses arising from any claim made against them by reason of
being or having been such directors and officers, including with respect to
securities law claims.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                       3
ITEM 8.  EXHIBITS

Exhibit
Number    Description
-------   -----------
          
4.1       Rights Agreement, dated as of December 14, 1998, between
          the Registrant and the
          Rights Agent (incorporated by reference to Exhibit 4.1 of the
          Registrant's Form 8-A,
          dated December 17, 1998 (No. 1-14635))

5.1       Opinion of Hogan & Hartson L.L.P. regarding the legality of the shares
          being registered

23.1      Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)

23.2      Consent of Arthur Andersen LLP

24.1      Power of Attorney (included on signature page)

     The Registrant undertakes to submit the Plan and any amendment thereto to
the Internal Revenue Service (the "IRS") in a timely manner and agrees to make
all changes required by the IRS in order to qualify the Plan.

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act;
                   
               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of this Registration Statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in this
                      Registration Statement. Notwithstanding the foregoing, any
                      increase or decrease in volume of securities offered (if
                      the total dollar value of securities offered would not
                      exceed that which was registered) and any deviation from
                      the low or high end of the estimated maximum offering
                      range may be reflected in the form of prospectus filed
                      with the Commission pursuant to Rule 424(b) if, in the
                      aggregate, the changes in volume and price represent no
                      more than a 20 percent change in the maximum aggregate
                      offering price set forth in the "Calculation of
                      Registration Fee" table in the effective registration
                      statement; and

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement;

                                       4
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration statement is on Form S-3, Form S-8
               or Form F-3, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in the
               periodic reports filed by the Registrant pursuant to Section 13
               or Section 15(d) of the Exchange Act that are incorporated by
               reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered the securities offered therein, and the
               offering of such securities at that time shall be deemed to be
               the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby further undertakes that, for the
          purposes of determining any liability under the Securities Act, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act (and, where applicable, each filing
          of an employee benefit plan's annual report pursuant to Section 15(d)
          of the Exchange Act) that is incorporated by reference in the
          Registration Statement shall be deemed to be a new registration
          statement relating to the securities offered herein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to existing provisions or
          arrangements whereby the Registrant may indemnify a director, officer
          or controlling person of the Registrant against liabilities arising
          under the Securities Act, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as expressed in the
          Securities Act and is, therefore, unenforceable.  In the event that a
          claim for indemnification against such liabilities (other than the
          payment by the Registrant of expenses incurred or paid by a director,
          officer or controlling person of the Registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the final
          adjudication of such issue.

                                       5
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
     ---------------                                                       
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Bethesda, Maryland, on this 28th day of December, 1998.

                                    CRESTLINE CAPITAL CORPORATION

                                    By:  /s/ JAMES L. FRANCIS
                                        --------------------------------
                                        James L. Francis
                                        Executive Vice President, Chief
                                        Financial Officer and Treasurer

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bruce D. Wardinski and James L. Francis, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or heir substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE                   TITLE                               DATE

/s/ BRUCE D. WARDINSKI    Chairman of the Board, President    December 28, 1998 
----------------------    and Chief Executive Officer                           
Bruce D. Wardinski        (Principal Executive Officer)        
                       
                       

/s/ JAMES L. FRANCIS       Executive Vice President, Chief    December 28, 1998
----------------------     Financial Officer and Treasurer    
James L. Francis           (Principal Financial and                             
                            Accounting Officer)               
                       
                       

                                       6
SIGNATURE                       TITLE                         DATE

/s/ LARRY K. HARVEY           Senior Vice President and       December 28, 1998
---------------------------   Corporate Controller             
Larry K. Harvey               (Principal Accounting Officer)   
                                                              
/s/ CHRISTOPHER J. NASSETTA   Director                        December 28, 1998
---------------------------                                   
Christopher J. Nassetta       

                                       7
The Plan.   Pursuant to the requirements of the Securities Act of 1933, the
     ---------                                                                  
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Bethesda, Maryland, on this 28th
day of December, 1998.

                                    CRESTLINE CAPITAL CORPORATION
                                    RETIREMENT AND SAVINGS PLAN

                                    PLAN ADMINISTRATOR:

                                    CRESTLINE CAPITAL CORPORATION

                                    By:  /s/ JAMES L. FRANCIS
                                        --------------------------------
                                        James L. Francis
                                        Executive Vice President, Chief
                                        Financial Officer and Treasurer

                                       8
EXHIBIT INDEX

EXHIBIT
NUMBER        DESCRIPTION                                            PAGE
------        -----------                                            -----

4.1           Rights Agreement, dated as of December 14, 1998,
              between the Registrant and the Rights Agent
              (incorporated by reference to Exhibit 4.1 of the
              Registrant's Form 8-A, dated December 17, 1998
              (No. 1-14635))

5.1           Opinion of Hogan & Hartson L.L.P. regarding the
              legality of the shares being registered

23.1          Consent of Hogan & Hartson L.L.P. (included in
              Exhibit 5.1)

23.2          Consent of Arthur Andersen LLP
            
24.1          Power of Attorney (included on signature page)

                                       9