<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1999

                                                 Registration No. 333-__________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 ------------
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                 ------------

                           HOST MARRIOTT CORPORATION
                       (FORMERLY HMC MERGER CORPORATION)
            (Exact name of registrant as specified in its charter)


           Maryland                                       53-0085950
(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)

                                 ------------

               HOST MARRIOTT CORPORATION AND HOST MARRIOTT, L.P.
                  COMPREHENSIVE STOCK AND CASH INCENTIVE PLAN
                   (FORMERLY, THE HOST MARRIOTT CORPORATION 
                   1997 COMPREHENSIVE STOCK INCENTIVE PLAN)
                           (Full title of the Plan)

                                 ------------

                            Christopher G. Townsend
                    Senior Vice President, General Counsel
                            and Corporate Secretary
                           Host Marriott 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.
                            Steven E. Ballew, 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 par share            19,000,000       $11.22 (1)       $213,180,000 (1)   $59,264.04 (1)
======================================================================================================================
</TABLE>

(1)  Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of registration fee, based on the average of the high and
low prices per share of the Common Stock on March 18, 1999, as reported on the
New York Stock Exchange.

<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 Host Marriott Corporation and Host
Marriott, L.P. Comprehensive Stock and Cash Incentive 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

     On December 29, 1998, HMC Merger Corporation ("new Host Marriott" and the
"Registrant"), a Maryland corporation and formerly a wholly owned subsidiary of
Host Marriott Corporation, a Delaware corporation ("old Host Marriott"),
completed its merger with old Host Marriott as part of old Host Marriott's plan
to convert to a real estate investment trust.  In connection with the merger,
new Host Marriott, as the surviving corporation in the merger, changed its name
from HMC Merger Corporation to Host Marriott Corporation, and commencing at the
opening of trading on December 30, 1998, shares of the new Host Marriott are
being traded on the New York Stock Exchange under the symbol "HMT," the same
symbol under which old Host Marriott was traded prior to the merger.

     New Host Marriott 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 declared
                  effective as a part of Amendment No. 4 to its Registration
                  Statement on Form S-4 (file number 333-64793) filed on
                  November 23, 1998 under the Securities Act.

        (b)       Current Reports on Form 8-K filed by the Registrant (i) report
                  dated November 23, 1998 (filed on December 11, 1998); (ii)
                  report dated December 18, 1998 (filed on December 24, 1998);
                  (iii) report dated December 29, 1998 (filed on December 29,
                  1998); (iv) report dated December 30, 1998 (filed on December
                  31, 1998); (v) report dated January 12, 1999 (filed on January
                  14, 1999); (vi) report dated December 30, 1998 (filed on
                  January 14, 1999); (vii) report dated December 30, 1998 (filed
                  on January 15, 1999); and (viii) report dated January 21, 1999
                  (filed on January 22, 1999).

        (c)       Current Report on Form 8-K/A filed by the Registrant dated 
                  March 15, 1999 (filed on March 15, 1999).

        (d)       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-A/A filed on
                  December 28, 1998.

  In addition, all documents and reports 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.
<PAGE>
 
Item 4.  Description of Securities

          A description of the Registrant's Common Stock is incorporated by
reference under Item 3.

Item 5.  Interests of Named Experts and Counsel

          Not applicable.

Item 6.  Indemnification of Directors and Officers

          The Registrant's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") and bylaws (the "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 party to the
proceeding by reason of his 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, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or other
enterprise as a director, trustee, officer or partner of such corporation, real
estate investment trust, partnership, joint venture, trust, employment benefit
plan or other enterprise and who is made a party to the proceeding by reason of
his service in that capacity, against any claim or liability to which he may
become subject by reason of such status.  The Registrant's Articles of
Incorporation and Bylaws also permit the Registrant to indemnify and advance
expenses to any person who served a predecessor of the Registrant in any of the
capacities described above and to any employee or agent of the Registrant or a
predecessor of the Registrant.  The Registrant's Bylaws require the Registrant
to indemnify a director or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity.  The Maryland General Corporation Law,
as amended (the "MGCL"), permits a Maryland corporation to indemnify and advance
expenses to its directors, officers, employees and agents, and permits a
corporation to indemnify its present and former 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 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 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 Second Amended and Restated Agreement of Limited Partnership of Host
Marriott, L.P. (the "Partnership Agreement"), of which the Registrant is the
General Partner, also provides for indemnification of the Registrant and its
officers and directors to the same extent that indemnification is provided to
officers and directors of the
<PAGE>
 
Registrant in its Articles of Incorporation, and limits the liability of the
Registrant and its officers and directors to Host Marriott, L.P. and its
respective partners to the same extent that the liability of the officers and
directors of the Registrant to the Registrant and its stockholders is limited
under the Registrant's Articles of Incorporation.

         The directors and officers of the Registrant 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 security law claims.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

Exhibit
Number    Description
-------   -----------

4.1       Rights Agreement between the Registrant and The Bank of New York, as
          Rights Agent, dated as of November 23, 1998 (incorporated by reference
          to Exhibit 4.1 of the Registrant's registration statement on Form 8-A
          filed on December 11, 1998 (File No. 001-14625))

4.2       Amendment No. 1 to Rights Agreement between the Registrant and The
          Bank of New York, as Rights Agent, dated as of December 18, 1998
          (incorporated by reference to Exhibit 4.2 of the Registrant's
          registration statement on Form 8A/A filed on December 24, 1998 (File
          No. 001-14625))

5.1       Opinion of the Registrant's Law Department

23.1      Consent of Registrant's Law Department (included in Exhibit 5.1)

23.2      Consent of Arthur Andersen LLP, independent public accountants

24        Power of Attorney (included on signature page)

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 
<PAGE>
 
                           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;

                    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 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.
<PAGE>
 
                                  SIGNATURES


     The Registrant.  Pursuant to the requirements of the Securities Act, 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 25th day of March, 1999.


                                        HOST MARRIOTT CORPORATION


                                        By  /s/ Christopher G. Townsend
                                          -------------------------------------
                                          Christopher G. Townsend
                                          Senior Vice President, General Counsel
                                          and Corporate Secretary


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Christopher G. Townsend his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her 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 attorney-in-fact and agent, 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 attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
<PAGE>
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 25th day of March, 1999:

         Signature                             Title
         ---------                             -----

 
/s/ Terence C. Golden           President, Chief Executive Officer and Director
------------------------------  (Principal Executive Officer)
Terence C. Golden             
                              
/s/ Robert E. Parsons, Jr.      Executive Vice President and
------------------------------  Chief Financial Officer
Robert E. Parsons, Jr.          (Principal Financial Officer)
                              
/s/ Christopher J. Nassetta     Executive Vice President and
------------------------------  Chief Operating Officer
Christopher J. Nassetta         (Principal Operating Officer)
                              
/s/ Donald D. Olinger           Senior Vice President and
------------------------------  Corporate Controller
Donald D. Olinger               (Principal Accounting Officer)
                              
/s/ Richard E. Marriott         Chairman of the Board of Directors
------------------------------
Richard E. Marriott           
                              
/s/ Christopher G. Townsend     Senior Vice President, General 
------------------------------  Counsel and Corporate Secretary            
Christopher G. Townsend         
                               
/s/ J.W. Marriott, Jr.          Director
------------------------------
J.W. Marriott, Jr.            
                              
/s/ Ann Dore McLaughlin         Director
------------------------------
Ann Dore McLaughlin           
                              
/s/ Harry L. Vincent, Jr.       Director
------------------------------
Harry L. Vincent, Jr.         
                              
/s/ R. Theodore Ammon           Director
------------------------------
R. Theodore Ammon             
                              
/s/ Robert M. Baylis            Director
------------------------------
Robert M. Baylis              
                              
/s/ John G. Schreiber           Director
------------------------------
John G. Schreiber
<PAGE>
 
                                 EXHIBIT INDEX


Exhibit
Number                               Description
------                               -----------

4.1       Rights Agreement between the Registrant and The Bank of New York, as
          Rights Agent, dated as of November 23, 1998 (incorporated by reference
          to Exhibit 4.1 of the Registrant's registration statement on Form 8-A
          filed on December 11, 1998 (File No. 001-14625))

4.2       Amendment No. 1 to Rights Agreement between the Registrant and The
          Bank of New York, as Rights Agent, dated as of December 18, 1998
          (incorporated by reference to Exhibit 4.2 of the Registrant's
          registration statement on Form 8A/A filed on December 24, 1998 (File
          No. 001-14625))

5.1       Opinion of the Registrant's Law Department

23.1      Consent of Registrant's Law Department (included in Exhibit 5.1)

23.2      Consent of Arthur Andersen LLP, independent public accountants

24        Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25478}]
{"company-data": {"conformed-name": "HOST MARRIOTT CORP/", "cik": "0001070750", "assigned-sic": "7011", "irs-number": "530085950", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75057", "film-number": "99573159"}, "business-address": {"street1": "10400 FERNWOOD ROAD DEPT 907", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3013809000"}, "mail-address": {"street1": "HOST MARRIOTT CORP", "street2": "10400 FERNWOOD ROAD DEPT 907 RM 507", "city": "BETHESDA", "state": "MD", "zip": "20817-1109"}, "former-company": {"former-conformed-name": "HMC MERGER CORP", "date-changed": "19980921"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1999

                                                 Registration No. 333-__________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 ------------
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                 ------------

                           HOST MARRIOTT CORPORATION
                       (FORMERLY HMC MERGER CORPORATION)
            (Exact name of registrant as specified in its charter)

           Maryland                                       53-0085950
(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)

                                 ------------

               HOST MARRIOTT CORPORATION AND HOST MARRIOTT, L.P.
                  COMPREHENSIVE STOCK AND CASH INCENTIVE PLAN
                   (FORMERLY, THE HOST MARRIOTT CORPORATION 
                   1997 COMPREHENSIVE STOCK INCENTIVE PLAN)
                           (Full title of the Plan)

                                 ------------

                            Christopher G. Townsend
                    Senior Vice President, General Counsel
                            and Corporate Secretary
                           Host Marriott 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.
                            Steven E. Ballew, 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 par share            19,000,000       $11.22 (1)       $213,180,000 (1)   $59,264.04 (1)
======================================================================================================================
(1)  Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of registration fee, based on the average of the high and
low prices per share of the Common Stock on March 18, 1999, as reported on the
New York Stock Exchange.
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 Host Marriott Corporation and Host
Marriott, L.P. Comprehensive Stock and Cash Incentive 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

     On December 29, 1998, HMC Merger Corporation ("new Host Marriott" and the
"Registrant"), a Maryland corporation and formerly a wholly owned subsidiary of
Host Marriott Corporation, a Delaware corporation ("old Host Marriott"),
completed its merger with old Host Marriott as part of old Host Marriott's plan
to convert to a real estate investment trust.  In connection with the merger,
new Host Marriott, as the surviving corporation in the merger, changed its name
from HMC Merger Corporation to Host Marriott Corporation, and commencing at the
opening of trading on December 30, 1998, shares of the new Host Marriott are
being traded on the New York Stock Exchange under the symbol "HMT," the same
symbol under which old Host Marriott was traded prior to the merger.

     New Host Marriott 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 declared
                  effective as a part of Amendment No. 4 to its Registration
                  Statement on Form S-4 (file number 333-64793) filed on
                  November 23, 1998 under the Securities Act.

        (b)       Current Reports on Form 8-K filed by the Registrant (i) report
                  dated November 23, 1998 (filed on December 11, 1998); (ii)
                  report dated December 18, 1998 (filed on December 24, 1998);
                  (iii) report dated December 29, 1998 (filed on December 29,
                  1998); (iv) report dated December 30, 1998 (filed on December
                  31, 1998); (v) report dated January 12, 1999 (filed on January
                  14, 1999); (vi) report dated December 30, 1998 (filed on
                  January 14, 1999); (vii) report dated December 30, 1998 (filed
                  on January 15, 1999); and (viii) report dated January 21, 1999
                  (filed on January 22, 1999).

        (c)       Current Report on Form 8-K/A filed by the Registrant dated 
                  March 15, 1999 (filed on March 15, 1999).

        (d)       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-A/A filed on
                  December 28, 1998.

  In addition, all documents and reports 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

          A description of the Registrant's Common Stock is incorporated by
reference under Item 3.

Item 5.  Interests of Named Experts and Counsel

          Not applicable.

Item 6.  Indemnification of Directors and Officers

          The Registrant's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") and bylaws (the "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 party to the
proceeding by reason of his 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, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or other
enterprise as a director, trustee, officer or partner of such corporation, real
estate investment trust, partnership, joint venture, trust, employment benefit
plan or other enterprise and who is made a party to the proceeding by reason of
his service in that capacity, against any claim or liability to which he may
become subject by reason of such status.  The Registrant's Articles of
Incorporation and Bylaws also permit the Registrant to indemnify and advance
expenses to any person who served a predecessor of the Registrant in any of the
capacities described above and to any employee or agent of the Registrant or a
predecessor of the Registrant.  The Registrant's Bylaws require the Registrant
to indemnify a director or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity.  The Maryland General Corporation Law,
as amended (the "MGCL"), permits a Maryland corporation to indemnify and advance
expenses to its directors, officers, employees and agents, and permits a
corporation to indemnify its present and former 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 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 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 Second Amended and Restated Agreement of Limited Partnership of Host
Marriott, L.P. (the "Partnership Agreement"), of which the Registrant is the
General Partner, also provides for indemnification of the Registrant and its
officers and directors to the same extent that indemnification is provided to
officers and directors of the
Registrant in its Articles of Incorporation, and limits the liability of the
Registrant and its officers and directors to Host Marriott, L.P. and its
respective partners to the same extent that the liability of the officers and
directors of the Registrant to the Registrant and its stockholders is limited
under the Registrant's Articles of Incorporation.

         The directors and officers of the Registrant 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 security law claims.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

Exhibit
Number    Description
-------   -----------

4.1       Rights Agreement between the Registrant and The Bank of New York, as
          Rights Agent, dated as of November 23, 1998 (incorporated by reference
          to Exhibit 4.1 of the Registrant's registration statement on Form 8-A
          filed on December 11, 1998 (File No. 001-14625))

4.2       Amendment No. 1 to Rights Agreement between the Registrant and The
          Bank of New York, as Rights Agent, dated as of December 18, 1998
          (incorporated by reference to Exhibit 4.2 of the Registrant's
          registration statement on Form 8A/A filed on December 24, 1998 (File
          No. 001-14625))

5.1       Opinion of the Registrant's Law Department

23.1      Consent of Registrant's Law Department (included in Exhibit 5.1)

23.2      Consent of Arthur Andersen LLP, independent public accountants

24        Power of Attorney (included on signature page)

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;

                    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 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.
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act, 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 25th day of March, 1999.

                                        HOST MARRIOTT CORPORATION

                                        By  /s/ Christopher G. Townsend
                                          -------------------------------------
                                          Christopher G. Townsend
                                          Senior Vice President, General Counsel
                                          and Corporate Secretary

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Christopher G. Townsend his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her 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 attorney-in-fact and agent, 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 attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 25th day of March, 1999:

         Signature                             Title
         ---------                             -----

 
/s/ Terence C. Golden           President, Chief Executive Officer and Director
------------------------------  (Principal Executive Officer)
Terence C. Golden             
                              
/s/ Robert E. Parsons, Jr.      Executive Vice President and
------------------------------  Chief Financial Officer
Robert E. Parsons, Jr.          (Principal Financial Officer)
                              
/s/ Christopher J. Nassetta     Executive Vice President and
------------------------------  Chief Operating Officer
Christopher J. Nassetta         (Principal Operating Officer)
                              
/s/ Donald D. Olinger           Senior Vice President and
------------------------------  Corporate Controller
Donald D. Olinger               (Principal Accounting Officer)
                              
/s/ Richard E. Marriott         Chairman of the Board of Directors
------------------------------
Richard E. Marriott           
                              
/s/ Christopher G. Townsend     Senior Vice President, General 
------------------------------  Counsel and Corporate Secretary            
Christopher G. Townsend         
                               
/s/ J.W. Marriott, Jr.          Director
------------------------------
J.W. Marriott, Jr.            
                              
/s/ Ann Dore McLaughlin         Director
------------------------------
Ann Dore McLaughlin           
                              
/s/ Harry L. Vincent, Jr.       Director
------------------------------
Harry L. Vincent, Jr.         
                              
/s/ R. Theodore Ammon           Director
------------------------------
R. Theodore Ammon             
                              
/s/ Robert M. Baylis            Director
------------------------------
Robert M. Baylis              
                              
/s/ John G. Schreiber           Director
------------------------------
John G. Schreiber
EXHIBIT INDEX

Exhibit
Number                               Description
------                               -----------

4.1       Rights Agreement between the Registrant and The Bank of New York, as
          Rights Agent, dated as of November 23, 1998 (incorporated by reference
          to Exhibit 4.1 of the Registrant's registration statement on Form 8-A
          filed on December 11, 1998 (File No. 001-14625))

4.2       Amendment No. 1 to Rights Agreement between the Registrant and The
          Bank of New York, as Rights Agent, dated as of December 18, 1998
          (incorporated by reference to Exhibit 4.2 of the Registrant's
          registration statement on Form 8A/A filed on December 24, 1998 (File
          No. 001-14625))

5.1       Opinion of the Registrant's Law Department

23.1      Consent of Registrant's Law Department (included in Exhibit 5.1)

23.2      Consent of Arthur Andersen LLP, independent public accountants

24        Power of Attorney (included on signature page)