As filed with the Securities and Exchange Commission on July 25, 1996

                                                  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
             (Exact name of registrant as specified in its charter)

     Delaware                                                    53-0085950
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)
                                  
                               10400 Fernwood Road
                             Washington, D.C. 20817
               (Address of Principal Executive Offices) (Zip Code)
 

                         HOST MARRIOTT CORPORATION (HMC)
                           RETIREMENT AND SAVINGS PLAN
                            (Full title of the plan)

                             Christopher G. Townsend
                               Corporate Secretary
                            Host Marriott Corporation
                               10400 Fernwood Road
                             Washington, D.C. 20058
                                 (301) 380-9000
(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Securities      Amount         Proposed       Proposed       Amount of
to be registered         to be          maximum        maximum        registration fee
                         registered     offering       aggregate      
                                        price          offering       
                                        per            price(1)
                                        share(1)       
- ---------------------------------------------------------------------------------
<S>                      <C>            <C>             <C>            <C> 

Common Stock, par
value $.01 per           300,000        $ 13.50         $ 4,050,000.00 $ 1,396.55
share
- ---------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 457(h),  these prices are estimated  solely for the purpose
of calculating the  registration  fee and are based upon the average of the high
and low sales  prices of the  Registrant's  Common  Stock on the New York  Stock
Exchange on July 19, 1996.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Host Marriott  Corporation  (HMC) Retirement and
Savings Plan (the "Plan") employee benefit plan described herein. There are also
registered  hereunder such additional  indeterminate  number of shares as may be
issued as a result of the antidilution provisions of the Plan.
                                   
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The documents containing  information  specified by Part I of Form S-8 have
been or will be sent or given to  participants  in the Plan as specified in Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").  Such  documents are not being filed with the  Commission  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant to Item 3 of Part II hereof),  a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.







                                        1



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Commission are incorporated  herein
by reference:

(1)  Form S-1 Registration Statement filed March 26, 1996;

(2)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     29, 1995;

(3)  The Company's  Current Report on Form 8-K dated January 11, 1996 filed with
     the Commission on January 17, 1996;

(4)  The Company's  Current Report on Form 8-K dated January 17, 1996 filed with
     the Commission on January 17, 1996;

(5)  The Company's Current Report on Form 8-K dated February 28, 1996 filed with
     the Commission on March 1, 1996;

(6)  The Company's  Current  Report on Form 8-K/A dated March 7, 1996 filed with
     the Commission on March 7, 1996;

(7)  The  Company's  Quarterly  Report on Form 10-Q for the twelve  weeks  ended
     March 22, 1996;

(8)  The Joint  Proxy  Statement/Prospectus  of the Company on Form 14A and Form
     S-4 dated March 9, 1996;

(9)  The Company's  Current Report on Form 8-K dated May 31, 1996 filed with the
     Commission on June 5, 1996; and

(10) The Company's Current Report on Form 8-K dated July 11, 1996 filed with the
     Commission on July 15, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
as amended, prior to the filing of a post effective amendment that (1) indicates
that all securities  offered pursuant to this  registration  statement have been
sold or (2) deregisters all Securities then remaining  unsold shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of the filing of such documents.

Item 4.  Description of Securities

           Not applicable

Item 5.  Interests of Named Experts and Counsel

     The opinion of counsel  constituting  Exhibit 23.4 has been  rendered by an
employee eligible for the Plan.





                                        2



<PAGE>



Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation Law (the "DGCL") provides
for the  indemnification  of officers and directors under certain  circumstances
against expenses (including attorneys,  fees, judgments,  fines and amounts paid
in settlement)  actually and reasonably  incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceedings in which
he is  involved by reason of the fact that he is or was a director or officer of
the  Company  if he  acted in good  faith  and in a  manner  that he  reasonably
believed to be in or not opposed to the best  interests of the Company,  and, in
respect to the criminal actions or proceedings, if he had no reasonable cause to
believe  that his  conduct  was  unlawful.  The  Certificate  and By-laws of the
Company  provide for  indemnification  of its officers and directors to the full
extent authorized by law.

     The Company maintains  officers' and directors'  liability  insurance which
insures against  liabilities  that the officers and directors of the Company may
incur in such capacities.

Item 7.  Exemption from Registration Claimed

         Not applicable


Item 8.  Exhibits

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

4.1  - Restated Certificate of Incorporation, incorporated by reference from the
       Form 8-K (filed October 23, 1993)
 
4.2  - Amended Marriott Corporation By-Laws,  incorporated by reference from the
       Form 8-K (filed October 23, 1993)

4.3  - The Plan

5.1  - Opinion as to Legality of the Securities offered

5.2  - The registrant has submitted the Plan to the Internal Revenue Service for
       a  determination that the Plan is qualified under  Internal  Revenue Code
       Section 401(a) in a timely manner and will make all changes required by
       the Internal Revenue Service in order to qualify the Plan.

23.1 - Consent of Arthur Andersen LLP

23.2 - Consent of Ernst & Young LLP

23.3 - Consent of KPMG Peat Marwick LLP

23.4 - Consent of the Company's Law Department, see Exhibit 5.1

24   - The Power of  Attorney  by the  Officers  and  Directors  who signed this
       Registration Statement is set forth on page 5 herein.






                                        3



<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 the  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 the Registration Statement;

               (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 information  required to be included in a post-effective  amendment by those
paragraphs is contained in 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 undertakes that, for 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 therein,
     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  the  foregoing  provisions,  or
     otherwise,  the  registrant  has been  advised  that in the  opinion of the
     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.





                                        4



<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 the City of  Bethesda,  State of  Maryland,  on this 25th day of
July, 1996.


                            HOST MARRIOTT CORPORATION


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

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Plan's administrator has caused this Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of Bethesda,
State of Maryland, on this 25th day of July, 1996.


                             HOST MARRIOTT CORPORATION (HMC)
                              RETIREMENT AND SAVINGS PLAN


                             By   /s/ Bruce F. Stemerman   
                             ---------------------------
                             Bruce F. Stemerman
                             Plan Administrator
 
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below under the heading  "Signatures"  constitutes  and appoints  Christopher G.
Townsend  his true and  lawful  attorney-in-fact  and agent 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,  each  acting  alone,  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,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.









                                        5



<PAGE>



     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on this 25th day of July, 1996.
 
         Signature                                           Title
         ---------                                           -----



 
         /s/ Richard E. Marriott       Richard E. Marriott
         ----------------------        Chairman of the Board

 
         /s/ Terence C. Golden         Terence C. Golden
         ----------------------        President and Chief Executive Officer
                                       (Principal Executive Officer)
 
 
         /s/ Robert E. Parsons, Jr.    Robert E. Parsons, Jr.
         --------------------------    Chief Financial Officer and
                                       Executive Vice President
                                       (Principal Financial Officer)

 
         /s/ Donald D. Olinger         Donald D. Olinger
         ---------------------         Vice President and Corporate Controller
                                       (Principal Accounting Officer)

 
         /s/ J.W. Marriott, Jr.        J.W. Marriott, Jr.
         ---------------------         Director
 
 
         /s/ Ann Dore McLaughlin       Ann Dore McLaughlin
         -----------------------       Director
 
 
         /s/ Harry L. Vincent, Jr.     Harry L. Vincent, Jr.
         -------------------------     Director
 
 
         /s/ R. Theodore Ammon         R. Theodore Ammon
         ---------------------         Director
 
 
         /s/ Robert M. Baylis          Robert M. Baylis
         --------------------          Director
 










                                        6



<PAGE>


EXHIBIT INDEX


Exhibit
Number                Description
 ----- 

4.1  - Restated Certificate of Incorporation, incorporated by reference from the
       Form 8-K (filed October 23, 1993)
 
4.2  - Amended Marriott Corporation By-Laws,  incorporated by reference from the
       Form 8-K (filed October 23, 1993)

4.3  - The Plan

5.1  - Opinion as to Legality of the Securities offered

5.2  - The registrant has submitted the Plan to the Internal Revenue Service for
       a determination that the Plan is qualified  under  Internal  Revenue Code
       Section 401(a) in a timely manner and will make all changes required by
       the Internal Revenue Service in order to qualify the Plan.

23.1 - Consent of Arthur Andersen LLP

23.2 - Consent of Ernst & Young LLP

23.3 - Consent of KPMG Peat Marwick LLP

23.4 - Consent of the Company's Law Department, see Exhibit 5.1

24   - The Power of  Attorney  by the  Officers  and  Directors  who signed this
       Registration Statement is set forth on page 5 herein.






                                        7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF COMMON STOCK", "secsgml_size_bytes": 18374}]
{"company-data": {"conformed-name": "HOST MARRIOTT CORP/MD", "cik": "0000314733", "assigned-sic": "5812", "irs-number": "530085950", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08773", "film-number": "96598670"}, "business-address": {"street1": "10400 FERNWOOD RD", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3013809000"}, "mail-address": {"street1": "10400 FERNWOOD RD", "city": "BETHESDA", "state": "MD", "zip": "20817"}, "former-company": [{"former-conformed-name": "HOST MARRIOTT CORP", "date-changed": "19931108"}, {"former-conformed-name": "MARRIOTT CORP", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on July 25, 1996

                                                  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
             (Exact name of registrant as specified in its charter)

     Delaware                                                    53-0085950
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)
                                  
                               10400 Fernwood Road
                             Washington, D.C. 20817
               (Address of Principal Executive Offices) (Zip Code)
 

                         HOST MARRIOTT CORPORATION (HMC)
                           RETIREMENT AND SAVINGS PLAN
                            (Full title of the plan)

                             Christopher G. Townsend
                               Corporate Secretary
                            Host Marriott Corporation
                               10400 Fernwood Road
                             Washington, D.C. 20058
                                 (301) 380-9000
(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)
- --------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Securities      Amount         Proposed       Proposed       Amount of
to be registered         to be          maximum        maximum        registration fee
                         registered     offering       aggregate      
                                        price          offering       
                                        per            price(1)
                                        share(1)       
- ---------------------------------------------------------------------------------
Common Stock, par
value $.01 per           300,000        $ 13.50         $ 4,050,000.00 $ 1,396.55
share
- ---------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h),  these prices are estimated  solely for the purpose
of calculating the  registration  fee and are based upon the average of the high
and low sales  prices of the  Registrant's  Common  Stock on the New York  Stock
Exchange on July 19, 1996.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Host Marriott  Corporation  (HMC) Retirement and
Savings Plan (the "Plan") employee benefit plan described herein. There are also
registered  hereunder such additional  indeterminate  number of shares as may be
issued as a result of the antidilution provisions of the Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing  information  specified by Part I of Form S-8 have
been or will be sent or given to  participants  in the Plan as specified in Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").  Such  documents are not being filed with the  Commission  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant to Item 3 of Part II hereof),  a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                        1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Commission are incorporated  herein
by reference:

(1)  Form S-1 Registration Statement filed March 26, 1996;

(2)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     29, 1995;

(3)  The Company's  Current Report on Form 8-K dated January 11, 1996 filed with
     the Commission on January 17, 1996;

(4)  The Company's  Current Report on Form 8-K dated January 17, 1996 filed with
     the Commission on January 17, 1996;

(5)  The Company's Current Report on Form 8-K dated February 28, 1996 filed with
     the Commission on March 1, 1996;

(6)  The Company's  Current  Report on Form 8-K/A dated March 7, 1996 filed with
     the Commission on March 7, 1996;

(7)  The  Company's  Quarterly  Report on Form 10-Q for the twelve  weeks  ended
     March 22, 1996;

(8)  The Joint  Proxy  Statement/Prospectus  of the Company on Form 14A and Form
     S-4 dated March 9, 1996;

(9)  The Company's  Current Report on Form 8-K dated May 31, 1996 filed with the
     Commission on June 5, 1996; and

(10) The Company's Current Report on Form 8-K dated July 11, 1996 filed with the
     Commission on July 15, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
as amended, prior to the filing of a post effective amendment that (1) indicates
that all securities  offered pursuant to this  registration  statement have been
sold or (2) deregisters all Securities then remaining  unsold shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of the filing of such documents.

Item 4.  Description of Securities

           Not applicable

Item 5.  Interests of Named Experts and Counsel

     The opinion of counsel  constituting  Exhibit 23.4 has been  rendered by an
employee eligible for the Plan.

                                        2
Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation Law (the "DGCL") provides
for the  indemnification  of officers and directors under certain  circumstances
against expenses (including attorneys,  fees, judgments,  fines and amounts paid
in settlement)  actually and reasonably  incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceedings in which
he is  involved by reason of the fact that he is or was a director or officer of
the  Company  if he  acted in good  faith  and in a  manner  that he  reasonably
believed to be in or not opposed to the best  interests of the Company,  and, in
respect to the criminal actions or proceedings, if he had no reasonable cause to
believe  that his  conduct  was  unlawful.  The  Certificate  and By-laws of the
Company  provide for  indemnification  of its officers and directors to the full
extent authorized by law.

     The Company maintains  officers' and directors'  liability  insurance which
insures against  liabilities  that the officers and directors of the Company may
incur in such capacities.

Item 7.  Exemption from Registration Claimed

         Not applicable

Item 8.  Exhibits

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

4.1  - Restated Certificate of Incorporation, incorporated by reference from the
       Form 8-K (filed October 23, 1993)
 
4.2  - Amended Marriott Corporation By-Laws,  incorporated by reference from the
       Form 8-K (filed October 23, 1993)

4.3  - The Plan

5.1  - Opinion as to Legality of the Securities offered

5.2  - The registrant has submitted the Plan to the Internal Revenue Service for
       a  determination that the Plan is qualified under  Internal  Revenue Code
       Section 401(a) in a timely manner and will make all changes required by
       the Internal Revenue Service in order to qualify the Plan.

23.1 - Consent of Arthur Andersen LLP

23.2 - Consent of Ernst & Young LLP

23.3 - Consent of KPMG Peat Marwick LLP

23.4 - Consent of the Company's Law Department, see Exhibit 5.1

24   - The Power of  Attorney  by the  Officers  and  Directors  who signed this
       Registration Statement is set forth on page 5 herein.

                                        3
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 the  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 the Registration Statement;

               (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 information  required to be included in a post-effective  amendment by those
paragraphs is contained in 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 undertakes that, for 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 therein,
     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  the  foregoing  provisions,  or
     otherwise,  the  registrant  has been  advised  that in the  opinion of the
     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.

                                        4
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 the City of  Bethesda,  State of  Maryland,  on this 25th day of
July, 1996.

                            HOST MARRIOTT CORPORATION

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

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Plan's administrator has caused this Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of Bethesda,
State of Maryland, on this 25th day of July, 1996.

                             HOST MARRIOTT CORPORATION (HMC)
                              RETIREMENT AND SAVINGS PLAN

                             By   /s/ Bruce F. Stemerman   
                             ---------------------------
                             Bruce F. Stemerman
                             Plan Administrator
 
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below under the heading  "Signatures"  constitutes  and appoints  Christopher G.
Townsend  his true and  lawful  attorney-in-fact  and agent 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,  each  acting  alone,  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,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                        5
Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on this 25th day of July, 1996.
 
         Signature                                           Title
         ---------                                           -----

 
         /s/ Richard E. Marriott       Richard E. Marriott
         ----------------------        Chairman of the Board

 
         /s/ Terence C. Golden         Terence C. Golden
         ----------------------        President and Chief Executive Officer
                                       (Principal Executive Officer)
 
 
         /s/ Robert E. Parsons, Jr.    Robert E. Parsons, Jr.
         --------------------------    Chief Financial Officer and
                                       Executive Vice President
                                       (Principal Financial Officer)

 
         /s/ Donald D. Olinger         Donald D. Olinger
         ---------------------         Vice President and Corporate Controller
                                       (Principal Accounting Officer)

 
         /s/ J.W. Marriott, Jr.        J.W. Marriott, Jr.
         ---------------------         Director
 
 
         /s/ Ann Dore McLaughlin       Ann Dore McLaughlin
         -----------------------       Director
 
 
         /s/ Harry L. Vincent, Jr.     Harry L. Vincent, Jr.
         -------------------------     Director
 
 
         /s/ R. Theodore Ammon         R. Theodore Ammon
         ---------------------         Director
 
 
         /s/ Robert M. Baylis          Robert M. Baylis
         --------------------          Director
 

                                        6
EXHIBIT INDEX

Exhibit
Number                Description
 ----- 

4.1  - Restated Certificate of Incorporation, incorporated by reference from the
       Form 8-K (filed October 23, 1993)
 
4.2  - Amended Marriott Corporation By-Laws,  incorporated by reference from the
       Form 8-K (filed October 23, 1993)

4.3  - The Plan

5.1  - Opinion as to Legality of the Securities offered

5.2  - The registrant has submitted the Plan to the Internal Revenue Service for
       a determination that the Plan is qualified  under  Internal  Revenue Code
       Section 401(a) in a timely manner and will make all changes required by
       the Internal Revenue Service in order to qualify the Plan.

23.1 - Consent of Arthur Andersen LLP

23.2 - Consent of Ernst & Young LLP

23.3 - Consent of KPMG Peat Marwick LLP

23.4 - Consent of the Company's Law Department, see Exhibit 5.1

24   - The Power of  Attorney  by the  Officers  and  Directors  who signed this
       Registration Statement is set forth on page 5 herein.

                                        7