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
                      EXECUTIVE DEFERRED COMPENSATION 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(2)
                                                  share(1)
- -----------------------------------------------------------------------------------

<S>                           <C>                 <C>                 <C>                 <C> 
Deferred Compensation         $5,000,000          100%                $ 5,000,000         $1,724.14
obligations (1)
- -----------------------------------------------------------------------------------
</TABLE>


(1) The Deferred Compensation  obligations are unsecured obligations of the Host
Marriott  Corporation  to pay deferred  compensation in the future in accordance
with the terms of the Host Marriott Corporation  Executive Deferred Compensation
Plan (the "Plan").

(2) Estimated solely for the purpose of determining the registration fee.


<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

     Under the Plan,  eligible  employees  may elect to defer a portion of their
compensation,   some  of  which  may  be  credited  with   additional   deferred
compensation.   In  addition,  employees  whose  benefits  under  the  company's
qualified  retirement  and savings  plan were  limited by  operation  of certain
Internal Revenue Code provisions may be credited with deferred compensation. The
obligations  of the  Company to pay the  compensation  deferred,  together  with
earnings or losses thereon, will be unsecured general obligations of the Company
in  accordance  with the Plan and will  rank pari  passu  with  other  unsecured
obligations  of  the  Company.   Deferred   compensation  accounts  may  not  be
transferred,  assigned, or alienated by the participant except by will or by law
of descent and distribution. The amount of deferred compensation with respect to
which  additional  amounts are credited may be limited by the Company.  Deferred
compensation  accounts are distributed to participants  following termination of
employment, as defined in the Plan, or in the case of some deferrals,  following
a period of at least six years if the participant so elects.  Distribution  will
be made in a lump sum or installment as the participant elects. Distribution may
also be made in the case of severe financial hardship.


                                        2

<PAGE>


Item 5.  Interests  of Named  Experts and  Counsel

     The  opinions  of  counsel  constituting  Exhibits  5.1 and 5.2  have  been
rendered by counsel who is an employee eligible for the Plan.

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  - Opinion as to ERISA

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 Exhibits 5.1 and 5.2

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.


                            THE HOST MARRIOTT CORPORATION EXECUTIVE
                                DEFERRED COMPENSATION PLAN


                             By /s/ Harry L. Vincent, Jr.
                                -------------------------    
                                Harry L. Vincent, Jr.
                                Member, Compensation Policy Committee of the
                                Board of Directors of Host Marriott Corporation

 
                                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  - Opinion as to ERISA

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 Exhibits 5.1 and 5.2

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




 
                                        7

<PAGE>





                                                                     Exhibit 4.1










                         HOST MARRIOTT CORPORATION (HMC)

                      EXECUTIVE DEFERRED COMPENSATION PLAN
























                                                            As Adopted Effective
                                                             December 30, 1995


 
 
                                        

<PAGE>


                         HOST MARRIOTT CORPORATION (HMC)

                      EXECUTIVE DEFERRED COMPENSATION PLAN


                                    PREAMBLE

     WHEREAS,  Host  Marriott  Corporation  ("HMC")  sponsored the Host Marriott
Corporation Executive Deferred Compensation Plan (the "Assumed Plan"); and

     WHEREAS, HMC intends to pay a special dividend to the holders of HMC Common
Stock on a one  share-for-five  basis,  consisting  of all of the  outstanding
shares of Host Marriott Services  Corporation ("Host Marriott  Services") common
stock (the "Host Marriott Services Distribution"); and

     WHEREAS,  in connection with said special  dividend,  HMC and Host Marriott
Services have entered into a Distribution Agreement (the "Host Marriott Services
Distribution Agreement") dated as of December 29, 1995; and

     WHEREAS,  pursuant to the  aforesaid  Host Marriott  Services  Distribution
Agreement,  HMC and  Host  Marriott  Services  have  entered  into an  agreement
allocating  responsibilities  with respect to employee  compensation,  benefits,
labor and certain other employment matters (the "Allocation Agreement"); and

     WHEREAS,  pursuant to the Allocation  Agreement,  the Board of Directors of
Host Marriott Services assumed sponsorship of the Assumed Plan; and

     WHEREAS,  pursuant to the Allocation  Agreement,  the Board of Directors of
HMC has adopted a new plan titled the Host Marriott  Corporation (HMC) Executive
Deferred Compensation Plan to be effective as of December 30, 1995 (the "Plan");
and

     WHEREAS,  pursuant to the Allocation Agreement,  Host Marriott Services has
agreed to  provide  under the  Assumed  Plan for  future  deferred  compensation
benefits  accruing  after  the  Cut-Off-Date  for  all  Host  Marriott  Services
Employees who, on the Cut-Off-Date,  were participants in or otherwise  entitled
to  benefits  under the  Assumed  Plan and to assume the  Deferred  Compensation
Liabilities  relating to Host Marriott  Services  Individuals  and Host Marriott
Services  Terminees  accrued  through  the  Cut-Off-Date  and HMC has  agreed to
provide  under  the Plan for  similar  deferred  compensation  opportunities  to
Retained  Individuals as shall have been provided to participants in the Assumed
Plan prior to the Distribution  Date of Host Marriott Services and to assume the
Deferred  Compensation  Liabilities  relating  to Retained  Individuals  and HMC
Terminees  accrued  through the  Cut-Off-Date  (as such terms are defined in the
Allocation Agreement);

     NOW,   THEREFORE,   effective  as  of  December  30,  1995,  Host  Marriott
Corporation hereby adopts the Plan as provided herein.

 
 
                                        1

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
 
ARTICLE I         DEFINITIONS................................................. 2

         1.1      Administrator............................................... 2
         1.2      Code........................................................ 2
         1.3      Company..................................................... 2
         1.4      Committee................................................... 2
         1.5      Compensation................................................ 2
         1.6      Deferral Percentage......................................... 2
         1.7      Deferred Compensation....................................... 2
         1.8      Deferred Compensation Reserve............................... 2
         1.9      Effective Date.............................................. 2
         1.10     Election.................................................... 2
         1.11     Election Year............................................... 2
         1.12     Employee.................................................... 2
         1.13     Participant................................................. 2
         1.14     Plan........................................................ 3
         1.15     Retirement and Savings Plan................................. 3
         1.16     Subsidiary.................................................. 3
         1.17     Termination of Employment................................... 3

ARTICLE II        PARTICIPANT ELECTIONS....................................... 4

         2.1      Deferred Compensation Reserve............................... 4
         2.2      Annual Elections............................................ 4
         2.3      Form of Election............................................ 4

ARTICLE III       PARTICIPANT'S ACCOUNTS...................................... 6

         3.1      Individual Accounts......................................... 6
         3.2      Company Accruals............................................ 6
         3.3      Forfeiture Accruals......................................... 7
         3.4      Crediting of Earnings....................................... 7
         3.5      Accounts Do Not Result in Property Rights................... 7
         3.6      Tax-Qualified Plans......................................... 7
         3.7      No Assignment of Interests.................................. 7

ARTICLE IV        DISTRIBUTIONS............................................... 9

         4.1      Commencement of Distribution................................ 9
         4.2      Beneficiaries...............................................10
         4.3      Emergency Distributions.....................................10
         4.4      Discharge of Obligation For Payment.........................10

ARTICLE V         ADMINISTRATION..............................................11

         5.1      Administrator...............................................11
         5.2      Expenses....................................................11
         5.3      Acceleration of Payments....................................11
         5.4      Indemnification.............................................11

ARTICLE VI        MISCELLANEOUS...............................................12

         6.1      Plan Not An Employment Contract.............................12

 
 
                                        2

<PAGE>


         6.2      No Trust Created........................................... 12
         6.3      Amendment or Termination of Plan........................... 12
         6.4      Effect of Plan............................................. 12
         6.5      Severability............................................... 12
         6.6      Applicable Law............................................. 12

ARTICLE VII       SPECIAL RULES FOR PRE-EFFECTIVE DATE
                  EMPLOYEES.................................................. 13

         7.1 Governing Rules................................................. 13



 
 
                                        3

<PAGE>


                                    ARTICLE I

                                   DEFINITIONS


     For  purposes of this Plan,  unless the  context  requires  otherwise,  the
following  words and  phrases,  when used herein with initial  capital  letters,
shall have the meanings indicated:

     1.1 "Administrator" means the person appointed by the Committee pursuant to
Article 5.1 of this Plan to administer this Plan.

     1.2 "Code" shall refer to the Internal Revenue Code of 1986, as amended, or
any successor statute, including the regulations issued thereunder.

     1.3 "Company"  shall refer to Host Marriott  Corporation and any Subsidiary
that (a) elects to join the Plan,  and (b) obtains the consent of the  Committee
to do so.

     1.4 "Committee"  means the Compensation  Policy Committee  appointed by the
Board of Directors of Host Marriott Corporation.

     1.5 "Compensation" means all wages or salary,  overtime, cash bonus, annual
leave,  sick leave,  funeral  leave and holiday pay payable by the Company to an
Employee,  benefits under the Host Marriott  Corporation (HMC) Flexible Benefits
Plan,  and "Flexible  Compensation"  as defined in Section 5.1 of the Retirement
Plan,  all without  regard to any  Elections  made by the Employee to defer such
amounts under this Plan or in accordance  with any other plan or agreement  with
the Company, but excluding any and all other forms of compensation.

     1.6  "Deferral   Percentage"   means  the  percentage  of  a  Participant's
Compensation for the Election Year to be deferred in accordance with an Election
pursuant to Article II of this Plan.

     1.7  "Deferred  Compensation"  means  Compensation  with respect to which a
Participant  has made an Election to defer receipt  thereof in  accordance  with
Article II of this Plan, and Section 401(k) Contributions  elected in accordance
with Article V of the Retirement Plan.

     1.8 "Deferred  Compensation  Reserve" means the book reserve reflecting the
total  aggregate  amounts  credited to the individual  accounts of  Participants
under Article III of this Plan.

     1.9  "Effective  Date"  means the date on which Host  Marriott  Corporation
distributes a special  dividend to its  shareholders of all of the stock of Host
Marriott Services Corporation.

     1.10 "Election"  means an election made by a Participant in accordance with
Article II of this Plan.

     1.11  "Election  Year"  means the fiscal  year of the  Company  for which a
Participant  earns  Compensation  with respect to which the Participant makes an
Election pursuant to Article II of this Plan.

     1.12 "Employee" means any individual employed by the Company.

     1.13 "Participant"  means an Employee or other person who has been admitted
to  participation  in the Plan.  The  following  Employees and other persons are
eligible to participate:

          (a) All Employees of the Company who are notified by the Administrator
     that they are  eligible to  participate  in this Plan and (i) whose  annual
     base salary plus cash bonus  before any  Election  under this Plan  exceeds
     $120,000,  or such other amount  designated by the  Committee;  or (ii) who
     have three years of service with the Company,  are bonus-eligible and whose
     annual base salary before any Election under this Plan exceeds $75,000,  or
     such other  amount  designated  by the  Committee;  or (iii) who are select
     management  employees of an acquired  company who are covered by a deferred
     compensation program of such acquired company;

 
 
                                        2

<PAGE>


          (b) (i) All Employees who  participated  in the Retirement and Savings
     Plan (or with respect to the Election Year  beginning on Effective Date and
     ending on  December 27,  1996,  the Host  Marriott  Corporation  Employees'
     Profit  Sharing,   Retirement  and  Savings  Plan  and  Trust)  during  the
     immediately preceding calendar year, and were subject to a reduction during
     such year in the amounts allocable to their "Company Contribution Accounts"
     in the  Retirement  and Savings Plan (or with respect to the Election  Year
     beginning on the  Effective  Date and ending  December 27,  1996,  the Host
     Marriott Corporation Employees' Profit Sharing, Retirement and Savings Plan
     and  Trust) for such year as a result of  Section  401(m) of the Code;  and
     (ii) all  Employees who  participated  in the  Retirement  and Savings Plan
     during the current fiscal year of the Company and who have  Compensation in
     excess  of the  limits  set forth  under  Section  401(a)(17)  of the Code,
     provided such Employees  have not made an election to  participate  for the
     current year under paragraph (a) of this section;

          (c) Members of the Board of Directors of Host Marriott Corporation; or

          (d)   Former   Participants,   terminated   Participants,   and  their
     beneficiaries, as appropriate to the context.

     1.14 "Plan" This Plan as adopted effective  December 30, 1995, as it may be
further amended from time to time.

     1.15  "Retirement  and Savings  Plan" means the Host  Marriott  Corporation
Retirement and Savings Plan and Trust.

     1.16  "Subsidiary"  means  either  (a) a member  of a  controlled  group of
corporations of which the Company is a member, or (b) an unincorporated trade or
business  which is under common  control by or with the Company as determined in
accordance with Section 414(c) of the Code. For purposes  hereof,  a "controlled
group of  corporations"  shall have the meaning set forth in Section  1563(a) of
the Code,  determined without regard to Sections 1563(a)(4) and (e)(3)(C) of the
Code.

     1.17  "Termination of Employment"  means termination of employment with the
Company in any of the following circumstances:

          (a) Where the Employee voluntarily resigns or retires;

          (b) Where the Employee is discharged;

          (c) Where the Employee is totally and permanently disabled and thereby
     unable to perform the usual duties of his employment  with the Company,  as
     determined by the  Administrator  in accordance with standards set forth in
     the Retirement and Savings Plan; or

          (d) Where the Employee dies.



 
 
                                        3

<PAGE>


                                   ARTICLE II

                              PARTICIPANT ELECTIONS


     2.1 Deferred Compensation Reserve.

     The Company  shall  establish  and maintain a book  reserve (the  "Deferred
Compensation  Reserve"),  to which it shall  credit the total  aggregate  amount
designated by Participants each year in Elections pursuant to Section 2.3(d).

     2.2 Annual Elections.

          (a) Each Participant shall have the option to designate in an Election
     in the form  prescribed  in Section 2.3 an amount or a  percentage  of such
     Participant's  Compensation  for any  Election  Year to be  credited to the
     Deferred Compensation Reserve; provided,  however, that the Committee shall
     have the right to approve or disapprove  such Election by any  Participant,
     in whole or in part, in the sole discretion of the Administrator.

          (b) Elections  shall be made on or before the last business day of the
     fiscal year immediately  preceding the Election Year.  Notwithstanding  the
     foregoing, a Participant may make an Election during the Election Year with
     respect to  Compensation  earned for any  subsequent  payroll period of the
     Company that begins  during the  remainder of the Election  Year,  provided
     such Election is made within 30 days of notification  by the  Administrator
     of the Participant's eligibility to participate in the Plan.

          (c)  Except  as  provided  in  Section  4.3,  an  Election   shall  be
     irrevocable  with  respect to all  Compensation  earned  during an Election
     Year.  Notwithstanding  the  foregoing,  an Election made as to an Election
     Year shall not remain in effect with respect to Compensation earned for any
     subsequent year.

     2.3 Form of Election.

          (a)  Each   Election   shall  be  made  on  a  form  provided  by  the
     Administrator  within the period  described  in Section  2.2(b),  and shall
     designate either (i) a Deferral  Percentage;  (ii) a fixed dollar amount of
     the Participant's  Compensation for the Election Year to be deferred; (iii)
     a fixed dollar amount of the  Participant's  Compensation  for the Election
     Year to be paid  currently;  or (iv) any  combination of these methods with
     the  consent  of the  Administrator  acting in his or her sole  discretion;
     provided, however, that a Participant who is also a participant in the Host
     Marriott  Corporation  Non-Employee  Directors' Deferred Stock Compensation
     Plan  for the  concurrent  Election  Year  may only  designate  a  Deferral
     Percentage. Such Elections shall designate a distribution commencement date
     and manner of  distribution  in  accordance  with  Section  4.1;  provided,
     however,  that such  distribution  commencement  date  shall be no later or
     earlier  than the  respective  dates  specified  in Section  4.1(a).  If no
     designation is received by the  Administrator  within the  prescribed  time
     period,  the Administrator  shall elect the time and manner of distribution
     and notify the Participant of such selection.

          (b) Each  Participant  shall be entitled to Deferred  Compensation for
     the  Election  Year  in  an  amount  determined  as  follows:  (i)  if  the
     Participant  elects a Deferral  Percentage  in  accordance  with  paragraph
     (a)(i) of this  section,  an amount  equal to the product of such  Deferral
     Percentage times the Participant's  total  Compensation for each pay period
     of the Election Year; (ii) if the  Participant  elects to designate a fixed
     dollar amount to be deferred in accordance  with paragraph  (a)(ii) of this
     section,  the  amount  so  deferred;  (iii) if the  Participant  elects  to
     designate a fixed dollar  amount to be paid  currently in  accordance  with
     paragraph (a)(iii) of this section,  the amount by which such Participant's
     total  Compensation for the Election Year exceeds such fixed dollar amount;
     or (iv) if the Participant  elects a combination of the above in accordance
     with paragraph  (a)(iv) of this section,  the  appropriate  amount shall be
     determined by the Administrator based on the above principles.

          (c) Deferred Compensation shall first be credited to the Participant's
     "Section 401(k) Contribution Account" in the Retirement and Savings Plan to
     the extent designated by the Participant as "Section 401(k)  Contributions"
     in accordance with the terms of the Retirement and Savings Plan, or to such
     lesser extent permitted by law provided the
 
                                        4
<PAGE>


     amount so designated  corresponds  to the maximum  amount  permissible
     under Sections 401(k)(3), 402(g) or 415 of the Code, as amended.

          (d) The difference between the total amount determined under paragraph
     (b) of this section and the amount  determined  under paragraph (c) of this
     section shall be credited to the Deferred Compensation Reserve on behalf of
     the Participant.  In addition, there shall also be credited to the Deferred
     Compensation  Reserve  on  behalf  of  Participants  described  in  Section
     1.13(b)(ii)  the  difference  between  (i) the total  amount of  "After-tax
     Savings" plus "Section 401(k)  Contributions" in the Retirement and Savings
     Plan elected by each such Participant for the current fiscal year, and (ii)
     the  amount of  "After-tax  Savings"  and  "Section  401(k)  Contributions"
     permitted  to be  contributed  to the  Retirement  and Savings Plan for the
     current  fiscal  year  on  behalf  of  each  such  Participant   under  the
     Compensation  limits  set forth in  Section  401(a)(17)  of the  Code.  The
     preceding  sentence  shall be  applied  after  first  taking  into  account
     limitations under Section 401(m) of the Code on such amounts.

          (e) For purposes of this Section  2.3,  Participants  eligible to make
     Elections  provided  herein shall  include only  Participants  described in
     Sections  1.13(a)  and (c),  and  shall  exclude  all  other  Participants.
     Participants  described  in Section  1.13(a)(ii)  shall be entitled to make
     Elections only with respect to an amount of Compensation not exceeding such
     Participant's  bonus for a year during  which a timely  Election is made as
     provided  herein.  In addition to any other Election  permitted  under this
     Section 2.3, each Participant  described in Section 1.13(a)(iii) shall also
     be entitled to make an Election to have Deferred  Compensation  credited to
     his or her account in this Plan in an amount equal to the amount which such
     Participant  agrees to  forfeit  under a deferred  compensation  plan of an
     acquired company.



 
 
                                        5

<PAGE>


                                   ARTICLE III

                             PARTICIPANT'S ACCOUNTS


     3.1 Individual Accounts.

     The  Administrator  shall  establish and maintain  records  reflecting each
Participant's  interest  in the  Deferred  Compensation  Reserve  to  which  the
Administrator  shall  credit  Deferred  Compensation  in  accordance  with  each
Participant's  Election pursuant to Section 2.3(d), Company Accruals pursuant to
Section 3.2,  Forfeiture Accruals pursuant to Section 3.3, and earnings pursuant
to Section 3.4.

     3.2 Company Accruals.

     The Company shall credit to the Deferred  Compensation Reserve on behalf of
each Participant an amount  ("Company  Accruals") each Election Year which shall
be determined in the following manner:

          (a) The Administrator  shall determine for the Election Year the ratio
     for  allocating  "Company   Contributions"  under  Section  6.4(c)  of  the
     Retirement Plan.

          (b) The  Administrator  shall then  determine for each  Participant in
     this Plan an amount  equal to six percent (6%) of the  Participant's  total
     Compensation  for  the  Election  Year,  or,  if  less,  the sum of (i) the
     Participant's  Deferred  Compensation  for the Election Year (as determined
     under Section  2.3(b)) and (ii) the amount of the  Participant's  After-Tax
     Basic Savings  contributed to the Retirement  Plan for the Election Year in
     accordance  with Section 4.2 of the  Retirement  Plan. The Committee may in
     its sole  discretion  limit the dollar amount of a  Participant's  Deferred
     Compensation  taken into  account for purposes of this Section 3.2 based on
     uniform   standards,   provided  that  the   Administrator   notifies  such
     Participant  of such  limitation  on or prior to the due date for Elections
     under Section 2.2(b).

          (c) The amount  determined  in paragraph  (b) of this section shall be
     reduced  by  subtracting  (i)  the  amount  credited  to the  Participant's
     "Section 401(k)  Contribution  Account" in the Retirement and Savings Plan,
     and  (ii)  the  amount  of  the   Participant's   After-Tax  Basic  Savings
     contributed  to the  Retirement  and Savings Plan for the Election  Year in
     accordance with Section 4.2 of the Retirement and Savings Plan.

          (d) The Administrator shall then allocate to the Deferred Compensation
     Reserve  on  behalf  of each  Participant  the  product  of (i)  the  ratio
     determined in accordance with paragraph (a) of this section, times (ii) the
     amount determined in accordance with paragraph (c) of this section.

          (e) The  Administrator  shall  allocate to the  Deferred  Compensation
     Reserve on behalf of each  Participant  described  in Section  1.13(b)  the
     amount  of  any  reduction  of  allocations  to the  "Company  Contribution
     Accounts" of such  Participants  under  Section 6.7 of the  Retirement  and
     Savings  Plan as of the same date such  amounts  would have been  allocated
     under the  Retirement  and Savings  Plan but for such  reduction;  provided
     however,  as of the same date such amounts would have been allocated  under
     the  Retirement and Savings Plan but for such  reduction,  that in no event
     shall an amount be credited to a  Participant's  account  herein under this
     paragraph  (e) if an  equivalent  amount is  distributed  currently to such
     Participant.

          (f) In addition to the foregoing,  the Administrator shall allocate to
     the Deferred  Compensation Reserve on behalf of each Participant  described
     in Section  1.13(b)(ii) an amount equal to the  difference  between (i) the
     total  amount of  allocations  that  would  have been made to the  "Company
     Contribution  Account" of such  Participant  in the  Retirement and Savings
     Plan for the current fiscal year in the absence of the Compensation  limits
     set forth in Section  401(a)(17) of the Code, and (ii) the amount permitted
     to be allocated under such Compensation limit

          (g) Company Accruals under this Section 3.2 shall be allocated only on
     behalf of Participants in the Plan (other than terminated  Participants) as
     of the last day of the fiscal year of the Company for which the  allocation
     is made.
 
                                        6
<PAGE>


     3.3 Forfeiture Accruals.

     The Company shall credit to the Deferred  Compensation Reserve on behalf of
each  Participant  an amount  ("Forfeiture  Accruals")  each Election Year which
shall be determined in the following manner:

          (a) The Administrator  shall determine for the Election Year the ratio
     of  (i)  aggregate  forfeitures  (as  defined  in  Section  9.5(a)  of  the
     Retirement and Savings Plan)  allocated under Section 6.9 of the Retirement
     and Savings Plan for the Election Year to (ii) the total aggregate Combined
     Basic  Savings (as defined in Section  1.18 of the  Retirement  and Savings
     Plan) for the current fiscal year.

          (b) The  Administrator  shall then  determine for each  Participant in
     this Plan the amount of the  balance in such  Participant's  account in the
     Deferred  Compensation  Reserve  constituting  Deferred  Compensation in an
     amount equal to the amount determined under Section 3.2(c) as of the end of
     the current fiscal year.

          (c) The Administrator shall then allocate to the Deferred Compensation
     Reserve  on  behalf  of each  Participant  the  product  of (i)  the  ratio
     determined in accordance with paragraph (a) of this section, times (ii) the
     amount determined in accordance with paragraph (b) of this section.

          (d) Forfeiture Accruals under this Section 3.3 shall be allocated only
     on behalf of Participants in the Plan (other than terminated  Participants)
     as of the  last  day of the  fiscal  year  of the  Company  for  which  the
     allocation is made.

     3.4 Crediting of Earnings.

     The Company shall credit earnings to the Deferred  Compensation  Reserve in
an amount determined as follows:

          (a) Company  contributions  determined in accordance  with Section 3.2
     and earnings  attributable  thereto,  along with forfeitures  determined in
     accordance  with Section 3.3 and earnings  attributable  thereto,  shall be
     credited  with  earnings  at the same rate and with the same  frequency  as
     earnings  credited to the "Stable Value Fund"  described in the  Retirement
     and Savings Plan.

          (b)  Deferred  Compensation  allocated  to the  Deferred  Compensation
     Reserve in accordance with Section 2.3(d), along with earnings attributable
     thereto, shall be credited with earnings at the same rate and with the same
     frequency as earnings  credited to the "Stable Value Fund" described in the
     Retirement and Savings Plan.

     3.5 Accounts Do Not Result in Property Rights.

          (a) The  Deferred  Compensation  Reserve and the  accounts  maintained
     thereunder on behalf of each  Participant are for  administrative  purposes
     only, and do not vest in the Participants  any right,  title or interest in
     such reserve or such accounts, except as expressly set forth in this Plan.

          (b) Title to and beneficial  ownership of any assets,  whether cash or
     investments  which the Company may  designate to make  payments of Deferred
     Compensation  hereunder,  shall at all times remain in the Company,  and no
     Participant  shall have any property  interest  whatsoever  in any specific
     assets of the Company.

     3.6 Tax-Qualified Plans.

     Amounts  credited to a Participant's  account in the Deferred  Compensation
Reserve shall not be deemed  compensation  to such  Participant  for purposes of
computing  employer  contributions or benefits under any  tax-qualified  plan of
deferred compensation maintained by the Company.

     3.7 No Assignment of Interests.


 
 
                                        7

<PAGE>


     The rights of  Participants  or any other persons to the payment of amounts
from the Deferred  Compensation  Reserve  under this Plan shall not be assigned,
transferred,  pledged or encumbered except by will or by the laws of descent and
distribution.

 
 
                                        8

<PAGE>
                                   ARTICLE IV

                                  DISTRIBUTIONS


     4.1 Commencement of Distribution.

          (a) Except as otherwise  specified in paragraph (d) of this section or
     Section 4.3, Deferred Compensation,  Company Accruals,  Forfeiture Accruals
     and  earnings  thereon  credited to a  Participant's  account  shall become
     distributable as soon as administratively  feasible following  notification
     to the  Administrator  of such  Participant's  Termination of Employment or
     death (whichever  occurs first).  Distribution  shall be made in the manner
     specified in paragraph  (b) of this section.  Alternatively,  a Participant
     may elect in accordance  with Section 2.3(a) for  distribution  to commence
     prior to Termination  of  Employment,  but no earlier than the beginning of
     the sixth (6th) fiscal year of the Company  following the Election Year for
     which such Deferred Compensation was earned, if applicable, or otherwise in
     a single lump sum cash payment.  Such distribution  prior to Termination of
     Employment  will be  permitted  only to the  extent  that it  relates to an
     Election  Year or Years for which the amount  deferred  exceeds six percent
     (6%) of the  Participant's  total  Compensation for such Election Year, and
     the amount so distributed  will consist solely of the amount of such excess
     inclusive of any earnings attributable thereto.

          (b)(l) A Participant shall designate in an Election made in accordance
     with Section 2.3 whether  distribution  of his account shall be made in the
     form of (i) a single lump sum cash payment;  (ii) annual cash  installments
     payable over a designated  term not to exceed ten (10) years;  or (iii) any
     other manner of distribution requested by the Participant, with the consent
     of the Administrator acting in his or her sole discretion.  Notwithstanding
     the  foregoing,  a Participant  who is actively  employed by the Company or
     serving on the Company's  Board of Directors  shall be entitled to a change
     in the manner of  distribution  of his account under  paragraph (a) of this
     section as  designated on a form  provided by the  Administrator,  with the
     consent of the Committee acting in its sole discretion. An approved request
     for  change  shall  become   effective  on  the  first   anniversary   (the
     "Anniversary   Date")  of  the  date  such  request  was  received  by  the
     Administrator,  provided such request  shall be invalid if the  Participant
     has a  Termination  of  Employment  as  described  in Section 1.17 (but not
     including  Section 1.17(b) or (c)) prior to the Anniversary Date, or, as to
     Deferred  Compensation relating to any Election Year, if any amount of such
     Deferred   Compensation   for  an  Election  Year  would  otherwise  become
     distributable prior to the Anniversary Date. Notwithstanding the foregoing,
     a Participant  who has a Termination  of Employment as described in Section
     1.17(b) or (c) may cancel  the  request  for change at his or her option as
     designated on a form provided by the Administrator.

          (b)(2) A Participant  requesting a change pursuant to paragraph (b)(l)
     of this section shall be  prohibited  from making an Election in accordance
     with Section 2.3, and any Election previously made shall be ineffective, to
     the extent such Election  applies to the next Election Year beginning after
     the date of the Participant's change request.

          (b)(3) No earnings  shall be credited  under Section 3.4(a) on amounts
     allocated to the Deferred Compensation Reserve under Section 3.2(e) for the
     period from the date of a  Participant's  Termination of Employment (or the
     date on which a Participant's  status as a member of the Company's Board of
     Directors ceases) until the date of the first distribution of such amounts,
     in the event a change in the manner of  distribution  of such  amounts  has
     been approved by the Committee as provided above.

          (c) If payment is deferred and paid in installments in accordance with
     paragraph (b) of this section,  the remaining  balance in the Participant's
     account shall continue to be credited with earnings as provided in Sections
     3.1 and 3.4(b).

          (d)  Notwithstanding  the foregoing,  no distribution shall be made of
     Company Accruals credited to a Participant's  account under Section 3.2, of
     Forfeiture  Accruals  credited  under Section 3.3, or of earnings  credited
     thereon  under Section  3.4(a),  except to the extent such amounts would be
     vested if they had been contributed on behalf of the Participant as Company
     contributions  or forfeitures  under the Retirement Plan. For this purpose,
     such amounts  shall be deemed to vest in  accordance  with the schedule set
     forth in Section 7.3 of the Retirement Plan, and nonvested amounts shall be
     forfeited  if the  Participant  terminates  employment  with the Company in
     circumstances in which the Participant
 
                                        9
<PAGE>


     would not be fully vested under the Retirement Plan. The Company shall
     have no further  obligation to the Plan or to any Participant for nonvested
     amounts forfeited hereunder.

     4.2 Beneficiaries.

     Each  Participant  may  designate a  beneficiary  on a form provided by the
Administrator to receive  distributions  made pursuant to Section 4.1; provided,
however, that the beneficiary designated by the Participant under the Retirement
Plan  shall  be  deemed  to be  the  beneficiary  under  this  Plan  unless  the
Participant  specifically  designates otherwise. If no beneficiary is designated
under the Retirement and Savings Plan or under this Plan, or if the  beneficiary
shall not  survive  the  Participant,  the  Participant  shall be deemed to have
designated the following  beneficiaries  (if then living) in the following order
of priority:  (i) spouse;  (ii) children;  including adopted children,  in equal
shares; (iii) parents, in equal shares; and (iv) the Participant's estate.

     4.3 Emergency Distributions.

     Notwithstanding  the  provisions  of Section 4.1,  the vested  portion of a
Participant's account may be distributed prior to such Participant's Termination
of Employment,  death, or other  distribution date elected by the Participant in
the sole  discretion  of the  Committee.  Distribution  shall be made under this
Section  4.3 only in cases of serious  financial  emergency  which is beyond the
control of the Participant,  as determined by the Committee, and only if failure
to make the  distribution  would  result in  severe  financial  hardship  to the
Participant or beneficiary. Amounts distributed under this Section 4.3 shall not
exceed the amount  needed to satisfy such  emergency  and to pay all  applicable
taxes on the amount of the distribution.

     4.4 Discharge of Obligation For Payment.

     If the  Administrator  shall  find that any  person to whom any  payment is
payable under this Plan is unable to care for such person's  affairs  because of
illness or  accident,  or is a minor,  any  payment  due  (unless a prior  claim
therefor shall have been made by a duly appointed  guardian,  committee or other
legal representative) may be paid to the spouse, a child, a parent, or a brother
or sister, or to any person deemed by the Administrator to have incurred expense
for such person otherwise entitled to payment, in such manner and proportions as
the Administrator may determine. Any such payment shall be complete discharge of
the liabilities of the Company under this Plan.



 
 
                                       10

<PAGE>


                                    ARTICLE V

                                 ADMINISTRATION


     5.1 Administrator.

     The Committee shall appoint an  Administrator  who shall be responsible for
the  management,  operation and  administration  of the Plan. The  Administrator
shall have full power and authority to interpret,  construe and administer  this
Plan and the  Administrator's  interpretations  and  construction  thereof,  and
actions hereunder, including any valuation of the Deferred Compensation Reserve,
or the amount or recipient of the payment to be made therefrom, shall be binding
and conclusive on all persons for all purposes.  The Company shall not be liable
to  any  person  for  any  action  taken  or  omitted  in  connection  with  the
interpretation  and  administration of this Plan unless  attributable to willful
misconduct or lack of good faith by the Company.

     5.2 Expenses.

     The expenses of  administering  this Plan shall be borne by the Company and
shall not be charged against the Deferred Compensation Reserve.

     5.3 Acceleration of Payments.

     Notwithstanding anything in this Plan to the contrary, the Committee in its
sole discretion may direct the  Administrator to pay any or all amounts credited
to a  Participant's  account in a single  lump sum cash  payment  or  accelerate
payment of installments distributable under Article IV of this Plan, in order to
clear out small  balances,  terminate the Plan, or otherwise to relieve costs of
maintaining and administering the Plan.

     5.4 Indemnification.

     To the  extent  permitted  by  applicable  state  law,  the  Company  shall
indemnify  and save  harmless the Board of Directors and each member or delegate
thereof,  each  employee  or  delegate  thereof,  so long as it is  composed  of
individuals  appointed by the Company,  the Plan Administrator and each employee
or delegate  thereof,  against  any and all  expenses,  liabilities  and claims,
including legal fees to defend against such liabilities and claims,  arising out
of their discharge of responsibilities  under or incident to the Plan, excepting
only  expenses  and  liabilities  arising  out of  willful  misconduct  or gross
negligence. This indemnity shall not preclude such further indemnities as may be
available  under  insurance  purchased by the Company or provided by the Company
under any by-law,  agreement, vote of stockholders or disinterested directors or
otherwise,  as such  indemnities  are permitted  under state law.  Payments with
respect to any  indemnity  and payment of  expenses  or fees under this  section
shall be made only from assets of the Company and shall not be made  directly or
indirectly from Trust assets.

 
 
                                       11

<PAGE>


                                   ARTICLE VI

                                  MISCELLANEOUS


     6.1 Plan Not An Employment Contract.

     Nothing  contained  herein  shall  be  construed  as  conferring  upon  any
Participant  the right to continue in the employ of the Company as an  executive
or in any other capacity.

     6.2 No Trust Created.

     Nothing  contained  in  this  Plan  and no  action  taken  pursuant  to the
provisions  of this Plan shall  create or be  construed to create a trust of any
kind, or a fiduciary relationship between the Company and any person,  including
any  Participant  or any other person.  Any amounts which may be credited to the
Deferred  Compensation  Reserve shall  continue for all purposes to be a part of
the general  funds of the Company and no person other than the Company  shall by
virtue of the  provisions  of this Plan have any interest in such funds.  To the
extent  that any person  acquires a right to receive  payments  from the Company
under this Plan,  such right shall be no greater than the right of any unsecured
general creditor of the Company.

     6.3 Amendment or Termination of Plan.

          (a) The Board of Directors  of the Company may amend or terminate  the
     Plan at any time  and from  time to time,  and/or  distribute  all  account
     balances under the Plan,  pursuant to written  resolutions  adopted by such
     Board of Directors.  In no event will any such  amendment or termination of
     the Plan have the effect of reducing  the accrued  account  balance or then
     vested percentage of any Participant under this Plan.

          (b) If a  determination  is made by the Internal  Revenue Service that
     the  account  balance of any  Participant  is  subject  to  current  income
     taxation,  such account  balance  will be  immediately  distributed  to the
     Participant or the Participant's  beneficiary to the extent of such taxable
     amount; provided,  however, that if the Participant is contesting the above
     mentioned  determination of the Internal Revenue Service, the Administrator
     may  in  his  or  her  sole  discretion   delay   distribution   until  the
     determination is final.

          (c) In the event the Retirement  and Savings Plan is  terminated,  the
     Committee may at its sole discretion  distribute all account balances under
     this Plan.  Alternatively,  in the event of such  termination the Committee
     may at its sole discretion  establish another basis for crediting  earnings
     under this Plan,  provided that any rate so credited shall not be less than
     the Company's borrowing rate from time to time.

     6.4 Effect of Plan.

     This Plan shall be binding  upon and inure to the  benefit of the  Company,
its successors and assigns, and the Participants and their heirs, beneficiaries,
executors, administrators and legal representatives.

     6.5 Severability.

     If any  provision  of  this  Plan  shall  for  any  reason  be  invalid  or
unenforceable,  the remaining provisions shall nevertheless remain in full force
and effect.

     6.6 Applicable Law.

     This Plan shall be construed in accordance with and governed by the laws of
the State of Maryland.



 
 
                                       12

<PAGE>


                                   ARTICLE VII

                 SPECIAL RULES FOR PRE-EFFECTIVE DATE EMPLOYEES


     7.1 Governing Rules.  Notwithstanding  anything contained elsewhere in this
Plan to the  contrary,  the  following  rules shall apply to Employees  who were
employed by Host Marriott Corporation on the date before the Effective Date.

          (a) Any  election  in  effect  under  the  Host  Marriott  Corporation
     Executive  Deferred  Compensation  Plan, and the Host Marriott  Corporation
     Employees'  Profit  Sharing,  Retirement  and  Savings  Plan and Trust (the
     "Prior Profit  Sharing  Plan") on the date before the Effective  Date shall
     continue to be effective  under this Plan for the 1995 Election  Year,  and
     any  compensation  taken into account  under the Prior Profit  Sharing Plan
     shall be taken into account under this Plan for purposes of Articles II and
     IV for the 1995 Election Year.

          (b) Any  notification  by the  administrator  under the Host  Marriott
     Corporation Executive Deferred Corporation Plan as in effect on or prior to
     the Effective Date (the "Prior Plan") concerning eligibility to participate
     in such plan for the 1995 fiscal year shall continue to be effective  under
     this Plan for the 1995 Election Year.

          (c) Any service with Host Marriott  Corporation prior to the Effective
     Date shall be taken into  account in  determining  service with the Company
     for purposes of determining years of service under Section 1.13(a).

          (d) For purposes of Section 1.13(b)(ii), participation in the Plan for
     the 1995 Election Year shall  include  participation  in the Prior Plan for
     such year.

          (e) Any approved  request in effect under the Prior Plan to change the
     Participant's  manner of  distribution  of his account shall continue to be
     effective  under this Plan as if such request had been approved  under this
     Plan.

          (f) Any beneficiary  designation in effect under the Prior Plan on the
     date before the Effective  Date shall  continue to be effective  under this
     Plan.



 
 
                                       13

<PAGE>


                            CERTIFICATE OF SECRETARY



     I,  the   undersigned   secretary  of  Host   Marriott   Corporation   (the
"Corporation"),  do hereby  certify that the attached  copy of the Host Marriott
Corporation  (HMC) Executive  Deferred  Compensation Plan (the "Plan") is a true
and  correct  copy of the  Plan  and  that  there  have  been no  amendments  or
modifications to the Plan that are not reflected in this copy.

     IN WITNESS  WHEREOF,  I have hereunto set my hand and seal of Host Marriott
Corporation as of the 30th day of December, 1995.



                                              /s/ Christopher G. Townsend
                                              ---------------------------
                                              Christopher G. Townsend
                                              Secretary



 
 
                                       14
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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
                      EXECUTIVE DEFERRED COMPENSATION 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(2)
                                                  share(1)
- -----------------------------------------------------------------------------------
Deferred Compensation         $5,000,000          100%                $ 5,000,000         $1,724.14
obligations (1)
- -----------------------------------------------------------------------------------
(1) The Deferred Compensation  obligations are unsecured obligations of the Host
Marriott  Corporation  to pay deferred  compensation in the future in accordance
with the terms of the Host Marriott Corporation  Executive Deferred Compensation
Plan (the "Plan").

(2) Estimated solely for the purpose of determining the registration fee.
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

     Under the Plan,  eligible  employees  may elect to defer a portion of their
compensation,   some  of  which  may  be  credited  with   additional   deferred
compensation.   In  addition,  employees  whose  benefits  under  the  company's
qualified  retirement  and savings  plan were  limited by  operation  of certain
Internal Revenue Code provisions may be credited with deferred compensation. The
obligations  of the  Company to pay the  compensation  deferred,  together  with
earnings or losses thereon, will be unsecured general obligations of the Company
in  accordance  with the Plan and will  rank pari  passu  with  other  unsecured
obligations  of  the  Company.   Deferred   compensation  accounts  may  not  be
transferred,  assigned, or alienated by the participant except by will or by law
of descent and distribution. The amount of deferred compensation with respect to
which  additional  amounts are credited may be limited by the Company.  Deferred
compensation  accounts are distributed to participants  following termination of
employment, as defined in the Plan, or in the case of some deferrals,  following
a period of at least six years if the participant so elects.  Distribution  will
be made in a lump sum or installment as the participant elects. Distribution may
also be made in the case of severe financial hardship.

                                        2
Item 5.  Interests  of Named  Experts and  Counsel

     The  opinions  of  counsel  constituting  Exhibits  5.1 and 5.2  have  been
rendered by counsel who is an employee eligible for the Plan.

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  - Opinion as to ERISA

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 Exhibits 5.1 and 5.2

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.

                            THE HOST MARRIOTT CORPORATION EXECUTIVE
                                DEFERRED COMPENSATION PLAN

                             By /s/ Harry L. Vincent, Jr.
                                -------------------------    
                                Harry L. Vincent, Jr.
                                Member, Compensation Policy Committee of the
                                Board of Directors of Host Marriott Corporation

 
                                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  - Opinion as to ERISA

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 Exhibits 5.1 and 5.2

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

 
                                        7
Exhibit 4.1

                         HOST MARRIOTT CORPORATION (HMC)

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                                            As Adopted Effective
                                                             December 30, 1995
HOST MARRIOTT CORPORATION (HMC)

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                    PREAMBLE

     WHEREAS,  Host  Marriott  Corporation  ("HMC")  sponsored the Host Marriott
Corporation Executive Deferred Compensation Plan (the "Assumed Plan"); and

     WHEREAS, HMC intends to pay a special dividend to the holders of HMC Common
Stock on a one  share-for-five  basis,  consisting  of all of the  outstanding
shares of Host Marriott Services  Corporation ("Host Marriott  Services") common
stock (the "Host Marriott Services Distribution"); and

     WHEREAS,  in connection with said special  dividend,  HMC and Host Marriott
Services have entered into a Distribution Agreement (the "Host Marriott Services
Distribution Agreement") dated as of December 29, 1995; and

     WHEREAS,  pursuant to the  aforesaid  Host Marriott  Services  Distribution
Agreement,  HMC and  Host  Marriott  Services  have  entered  into an  agreement
allocating  responsibilities  with respect to employee  compensation,  benefits,
labor and certain other employment matters (the "Allocation Agreement"); and

     WHEREAS,  pursuant to the Allocation  Agreement,  the Board of Directors of
Host Marriott Services assumed sponsorship of the Assumed Plan; and

     WHEREAS,  pursuant to the Allocation  Agreement,  the Board of Directors of
HMC has adopted a new plan titled the Host Marriott  Corporation (HMC) Executive
Deferred Compensation Plan to be effective as of December 30, 1995 (the "Plan");
and

     WHEREAS,  pursuant to the Allocation Agreement,  Host Marriott Services has
agreed to  provide  under the  Assumed  Plan for  future  deferred  compensation
benefits  accruing  after  the  Cut-Off-Date  for  all  Host  Marriott  Services
Employees who, on the Cut-Off-Date,  were participants in or otherwise  entitled
to  benefits  under the  Assumed  Plan and to assume the  Deferred  Compensation
Liabilities  relating to Host Marriott  Services  Individuals  and Host Marriott
Services  Terminees  accrued  through  the  Cut-Off-Date  and HMC has  agreed to
provide  under  the Plan for  similar  deferred  compensation  opportunities  to
Retained  Individuals as shall have been provided to participants in the Assumed
Plan prior to the Distribution  Date of Host Marriott Services and to assume the
Deferred  Compensation  Liabilities  relating  to Retained  Individuals  and HMC
Terminees  accrued  through the  Cut-Off-Date  (as such terms are defined in the
Allocation Agreement);

     NOW,   THEREFORE,   effective  as  of  December  30,  1995,  Host  Marriott
Corporation hereby adopts the Plan as provided herein.

 
 
                                        1
TABLE OF CONTENTS

                                                                            Page
                                                                            ----
 
ARTICLE I         DEFINITIONS................................................. 2

         1.1      Administrator............................................... 2
         1.2      Code........................................................ 2
         1.3      Company..................................................... 2
         1.4      Committee................................................... 2
         1.5      Compensation................................................ 2
         1.6      Deferral Percentage......................................... 2
         1.7      Deferred Compensation....................................... 2
         1.8      Deferred Compensation Reserve............................... 2
         1.9      Effective Date.............................................. 2
         1.10     Election.................................................... 2
         1.11     Election Year............................................... 2
         1.12     Employee.................................................... 2
         1.13     Participant................................................. 2
         1.14     Plan........................................................ 3
         1.15     Retirement and Savings Plan................................. 3
         1.16     Subsidiary.................................................. 3
         1.17     Termination of Employment................................... 3

ARTICLE II        PARTICIPANT ELECTIONS....................................... 4

         2.1      Deferred Compensation Reserve............................... 4
         2.2      Annual Elections............................................ 4
         2.3      Form of Election............................................ 4

ARTICLE III       PARTICIPANT'S ACCOUNTS...................................... 6

         3.1      Individual Accounts......................................... 6
         3.2      Company Accruals............................................ 6
         3.3      Forfeiture Accruals......................................... 7
         3.4      Crediting of Earnings....................................... 7
         3.5      Accounts Do Not Result in Property Rights................... 7
         3.6      Tax-Qualified Plans......................................... 7
         3.7      No Assignment of Interests.................................. 7

ARTICLE IV        DISTRIBUTIONS............................................... 9

         4.1      Commencement of Distribution................................ 9
         4.2      Beneficiaries...............................................10
         4.3      Emergency Distributions.....................................10
         4.4      Discharge of Obligation For Payment.........................10

ARTICLE V         ADMINISTRATION..............................................11

         5.1      Administrator...............................................11
         5.2      Expenses....................................................11
         5.3      Acceleration of Payments....................................11
         5.4      Indemnification.............................................11

ARTICLE VI        MISCELLANEOUS...............................................12

         6.1      Plan Not An Employment Contract.............................12

 
 
                                        2
6.2      No Trust Created........................................... 12
         6.3      Amendment or Termination of Plan........................... 12
         6.4      Effect of Plan............................................. 12
         6.5      Severability............................................... 12
         6.6      Applicable Law............................................. 12

ARTICLE VII       SPECIAL RULES FOR PRE-EFFECTIVE DATE
                  EMPLOYEES.................................................. 13

         7.1 Governing Rules................................................. 13

 
 
                                        3
ARTICLE I

                                   DEFINITIONS

     For  purposes of this Plan,  unless the  context  requires  otherwise,  the
following  words and  phrases,  when used herein with initial  capital  letters,
shall have the meanings indicated:

     1.1 "Administrator" means the person appointed by the Committee pursuant to
Article 5.1 of this Plan to administer this Plan.

     1.2 "Code" shall refer to the Internal Revenue Code of 1986, as amended, or
any successor statute, including the regulations issued thereunder.

     1.3 "Company"  shall refer to Host Marriott  Corporation and any Subsidiary
that (a) elects to join the Plan,  and (b) obtains the consent of the  Committee
to do so.

     1.4 "Committee"  means the Compensation  Policy Committee  appointed by the
Board of Directors of Host Marriott Corporation.

     1.5 "Compensation" means all wages or salary,  overtime, cash bonus, annual
leave,  sick leave,  funeral  leave and holiday pay payable by the Company to an
Employee,  benefits under the Host Marriott  Corporation (HMC) Flexible Benefits
Plan,  and "Flexible  Compensation"  as defined in Section 5.1 of the Retirement
Plan,  all without  regard to any  Elections  made by the Employee to defer such
amounts under this Plan or in accordance  with any other plan or agreement  with
the Company, but excluding any and all other forms of compensation.

     1.6  "Deferral   Percentage"   means  the  percentage  of  a  Participant's
Compensation for the Election Year to be deferred in accordance with an Election
pursuant to Article II of this Plan.

     1.7  "Deferred  Compensation"  means  Compensation  with respect to which a
Participant  has made an Election to defer receipt  thereof in  accordance  with
Article II of this Plan, and Section 401(k) Contributions  elected in accordance
with Article V of the Retirement Plan.

     1.8 "Deferred  Compensation  Reserve" means the book reserve reflecting the
total  aggregate  amounts  credited to the individual  accounts of  Participants
under Article III of this Plan.

     1.9  "Effective  Date"  means the date on which Host  Marriott  Corporation
distributes a special  dividend to its  shareholders of all of the stock of Host
Marriott Services Corporation.

     1.10 "Election"  means an election made by a Participant in accordance with
Article II of this Plan.

     1.11  "Election  Year"  means the fiscal  year of the  Company  for which a
Participant  earns  Compensation  with respect to which the Participant makes an
Election pursuant to Article II of this Plan.

     1.12 "Employee" means any individual employed by the Company.

     1.13 "Participant"  means an Employee or other person who has been admitted
to  participation  in the Plan.  The  following  Employees and other persons are
eligible to participate:

          (a) All Employees of the Company who are notified by the Administrator
     that they are  eligible to  participate  in this Plan and (i) whose  annual
     base salary plus cash bonus  before any  Election  under this Plan  exceeds
     $120,000,  or such other amount  designated by the  Committee;  or (ii) who
     have three years of service with the Company,  are bonus-eligible and whose
     annual base salary before any Election under this Plan exceeds $75,000,  or
     such other  amount  designated  by the  Committee;  or (iii) who are select
     management  employees of an acquired  company who are covered by a deferred
     compensation program of such acquired company;

 
 
                                        2
(b) (i) All Employees who  participated  in the Retirement and Savings
     Plan (or with respect to the Election Year  beginning on Effective Date and
     ending on  December 27,  1996,  the Host  Marriott  Corporation  Employees'
     Profit  Sharing,   Retirement  and  Savings  Plan  and  Trust)  during  the
     immediately preceding calendar year, and were subject to a reduction during
     such year in the amounts allocable to their "Company Contribution Accounts"
     in the  Retirement  and Savings Plan (or with respect to the Election  Year
     beginning on the  Effective  Date and ending  December 27,  1996,  the Host
     Marriott Corporation Employees' Profit Sharing, Retirement and Savings Plan
     and  Trust) for such year as a result of  Section  401(m) of the Code;  and
     (ii) all  Employees who  participated  in the  Retirement  and Savings Plan
     during the current fiscal year of the Company and who have  Compensation in
     excess  of the  limits  set forth  under  Section  401(a)(17)  of the Code,
     provided such Employees  have not made an election to  participate  for the
     current year under paragraph (a) of this section;

          (c) Members of the Board of Directors of Host Marriott Corporation; or

          (d)   Former   Participants,   terminated   Participants,   and  their
     beneficiaries, as appropriate to the context.

     1.14 "Plan" This Plan as adopted effective  December 30, 1995, as it may be
further amended from time to time.

     1.15  "Retirement  and Savings  Plan" means the Host  Marriott  Corporation
Retirement and Savings Plan and Trust.

     1.16  "Subsidiary"  means  either  (a) a member  of a  controlled  group of
corporations of which the Company is a member, or (b) an unincorporated trade or
business  which is under common  control by or with the Company as determined in
accordance with Section 414(c) of the Code. For purposes  hereof,  a "controlled
group of  corporations"  shall have the meaning set forth in Section  1563(a) of
the Code,  determined without regard to Sections 1563(a)(4) and (e)(3)(C) of the
Code.

     1.17  "Termination of Employment"  means termination of employment with the
Company in any of the following circumstances:

          (a) Where the Employee voluntarily resigns or retires;

          (b) Where the Employee is discharged;

          (c) Where the Employee is totally and permanently disabled and thereby
     unable to perform the usual duties of his employment  with the Company,  as
     determined by the  Administrator  in accordance with standards set forth in
     the Retirement and Savings Plan; or

          (d) Where the Employee dies.

 
 
                                        3
ARTICLE II

                              PARTICIPANT ELECTIONS

     2.1 Deferred Compensation Reserve.

     The Company  shall  establish  and maintain a book  reserve (the  "Deferred
Compensation  Reserve"),  to which it shall  credit the total  aggregate  amount
designated by Participants each year in Elections pursuant to Section 2.3(d).

     2.2 Annual Elections.

          (a) Each Participant shall have the option to designate in an Election
     in the form  prescribed  in Section 2.3 an amount or a  percentage  of such
     Participant's  Compensation  for any  Election  Year to be  credited to the
     Deferred Compensation Reserve; provided,  however, that the Committee shall
     have the right to approve or disapprove  such Election by any  Participant,
     in whole or in part, in the sole discretion of the Administrator.

          (b) Elections  shall be made on or before the last business day of the
     fiscal year immediately  preceding the Election Year.  Notwithstanding  the
     foregoing, a Participant may make an Election during the Election Year with
     respect to  Compensation  earned for any  subsequent  payroll period of the
     Company that begins  during the  remainder of the Election  Year,  provided
     such Election is made within 30 days of notification  by the  Administrator
     of the Participant's eligibility to participate in the Plan.

          (c)  Except  as  provided  in  Section  4.3,  an  Election   shall  be
     irrevocable  with  respect to all  Compensation  earned  during an Election
     Year.  Notwithstanding  the  foregoing,  an Election made as to an Election
     Year shall not remain in effect with respect to Compensation earned for any
     subsequent year.

     2.3 Form of Election.

          (a)  Each   Election   shall  be  made  on  a  form  provided  by  the
     Administrator  within the period  described  in Section  2.2(b),  and shall
     designate either (i) a Deferral  Percentage;  (ii) a fixed dollar amount of
     the Participant's  Compensation for the Election Year to be deferred; (iii)
     a fixed dollar amount of the  Participant's  Compensation  for the Election
     Year to be paid  currently;  or (iv) any  combination of these methods with
     the  consent  of the  Administrator  acting in his or her sole  discretion;
     provided, however, that a Participant who is also a participant in the Host
     Marriott  Corporation  Non-Employee  Directors' Deferred Stock Compensation
     Plan  for the  concurrent  Election  Year  may only  designate  a  Deferral
     Percentage. Such Elections shall designate a distribution commencement date
     and manner of  distribution  in  accordance  with  Section  4.1;  provided,
     however,  that such  distribution  commencement  date  shall be no later or
     earlier  than the  respective  dates  specified  in Section  4.1(a).  If no
     designation is received by the  Administrator  within the  prescribed  time
     period,  the Administrator  shall elect the time and manner of distribution
     and notify the Participant of such selection.

          (b) Each  Participant  shall be entitled to Deferred  Compensation for
     the  Election  Year  in  an  amount  determined  as  follows:  (i)  if  the
     Participant  elects a Deferral  Percentage  in  accordance  with  paragraph
     (a)(i) of this  section,  an amount  equal to the product of such  Deferral
     Percentage times the Participant's  total  Compensation for each pay period
     of the Election Year; (ii) if the  Participant  elects to designate a fixed
     dollar amount to be deferred in accordance  with paragraph  (a)(ii) of this
     section,  the  amount  so  deferred;  (iii) if the  Participant  elects  to
     designate a fixed dollar  amount to be paid  currently in  accordance  with
     paragraph (a)(iii) of this section,  the amount by which such Participant's
     total  Compensation for the Election Year exceeds such fixed dollar amount;
     or (iv) if the Participant  elects a combination of the above in accordance
     with paragraph  (a)(iv) of this section,  the  appropriate  amount shall be
     determined by the Administrator based on the above principles.

          (c) Deferred Compensation shall first be credited to the Participant's
     "Section 401(k) Contribution Account" in the Retirement and Savings Plan to
     the extent designated by the Participant as "Section 401(k)  Contributions"
     in accordance with the terms of the Retirement and Savings Plan, or to such
     lesser extent permitted by law provided the
 
                                        4
amount so designated  corresponds  to the maximum  amount  permissible
     under Sections 401(k)(3), 402(g) or 415 of the Code, as amended.

          (d) The difference between the total amount determined under paragraph
     (b) of this section and the amount  determined  under paragraph (c) of this
     section shall be credited to the Deferred Compensation Reserve on behalf of
     the Participant.  In addition, there shall also be credited to the Deferred
     Compensation  Reserve  on  behalf  of  Participants  described  in  Section
     1.13(b)(ii)  the  difference  between  (i) the total  amount of  "After-tax
     Savings" plus "Section 401(k)  Contributions" in the Retirement and Savings
     Plan elected by each such Participant for the current fiscal year, and (ii)
     the  amount of  "After-tax  Savings"  and  "Section  401(k)  Contributions"
     permitted  to be  contributed  to the  Retirement  and Savings Plan for the
     current  fiscal  year  on  behalf  of  each  such  Participant   under  the
     Compensation  limits  set forth in  Section  401(a)(17)  of the  Code.  The
     preceding  sentence  shall be  applied  after  first  taking  into  account
     limitations under Section 401(m) of the Code on such amounts.

          (e) For purposes of this Section  2.3,  Participants  eligible to make
     Elections  provided  herein shall  include only  Participants  described in
     Sections  1.13(a)  and (c),  and  shall  exclude  all  other  Participants.
     Participants  described  in Section  1.13(a)(ii)  shall be entitled to make
     Elections only with respect to an amount of Compensation not exceeding such
     Participant's  bonus for a year during  which a timely  Election is made as
     provided  herein.  In addition to any other Election  permitted  under this
     Section 2.3, each Participant  described in Section 1.13(a)(iii) shall also
     be entitled to make an Election to have Deferred  Compensation  credited to
     his or her account in this Plan in an amount equal to the amount which such
     Participant  agrees to  forfeit  under a deferred  compensation  plan of an
     acquired company.

 
 
                                        5
ARTICLE III

                             PARTICIPANT'S ACCOUNTS

     3.1 Individual Accounts.

     The  Administrator  shall  establish and maintain  records  reflecting each
Participant's  interest  in the  Deferred  Compensation  Reserve  to  which  the
Administrator  shall  credit  Deferred  Compensation  in  accordance  with  each
Participant's  Election pursuant to Section 2.3(d), Company Accruals pursuant to
Section 3.2,  Forfeiture Accruals pursuant to Section 3.3, and earnings pursuant
to Section 3.4.

     3.2 Company Accruals.

     The Company shall credit to the Deferred  Compensation Reserve on behalf of
each Participant an amount  ("Company  Accruals") each Election Year which shall
be determined in the following manner:

          (a) The Administrator  shall determine for the Election Year the ratio
     for  allocating  "Company   Contributions"  under  Section  6.4(c)  of  the
     Retirement Plan.

          (b) The  Administrator  shall then  determine for each  Participant in
     this Plan an amount  equal to six percent (6%) of the  Participant's  total
     Compensation  for  the  Election  Year,  or,  if  less,  the sum of (i) the
     Participant's  Deferred  Compensation  for the Election Year (as determined
     under Section  2.3(b)) and (ii) the amount of the  Participant's  After-Tax
     Basic Savings  contributed to the Retirement  Plan for the Election Year in
     accordance  with Section 4.2 of the  Retirement  Plan. The Committee may in
     its sole  discretion  limit the dollar amount of a  Participant's  Deferred
     Compensation  taken into  account for purposes of this Section 3.2 based on
     uniform   standards,   provided  that  the   Administrator   notifies  such
     Participant  of such  limitation  on or prior to the due date for Elections
     under Section 2.2(b).

          (c) The amount  determined  in paragraph  (b) of this section shall be
     reduced  by  subtracting  (i)  the  amount  credited  to the  Participant's
     "Section 401(k)  Contribution  Account" in the Retirement and Savings Plan,
     and  (ii)  the  amount  of  the   Participant's   After-Tax  Basic  Savings
     contributed  to the  Retirement  and Savings Plan for the Election  Year in
     accordance with Section 4.2 of the Retirement and Savings Plan.

          (d) The Administrator shall then allocate to the Deferred Compensation
     Reserve  on  behalf  of each  Participant  the  product  of (i)  the  ratio
     determined in accordance with paragraph (a) of this section, times (ii) the
     amount determined in accordance with paragraph (c) of this section.

          (e) The  Administrator  shall  allocate to the  Deferred  Compensation
     Reserve on behalf of each  Participant  described  in Section  1.13(b)  the
     amount  of  any  reduction  of  allocations  to the  "Company  Contribution
     Accounts" of such  Participants  under  Section 6.7 of the  Retirement  and
     Savings  Plan as of the same date such  amounts  would have been  allocated
     under the  Retirement  and Savings  Plan but for such  reduction;  provided
     however,  as of the same date such amounts would have been allocated  under
     the  Retirement and Savings Plan but for such  reduction,  that in no event
     shall an amount be credited to a  Participant's  account  herein under this
     paragraph  (e) if an  equivalent  amount is  distributed  currently to such
     Participant.

          (f) In addition to the foregoing,  the Administrator shall allocate to
     the Deferred  Compensation Reserve on behalf of each Participant  described
     in Section  1.13(b)(ii) an amount equal to the  difference  between (i) the
     total  amount of  allocations  that  would  have been made to the  "Company
     Contribution  Account" of such  Participant  in the  Retirement and Savings
     Plan for the current fiscal year in the absence of the Compensation  limits
     set forth in Section  401(a)(17) of the Code, and (ii) the amount permitted
     to be allocated under such Compensation limit

          (g) Company Accruals under this Section 3.2 shall be allocated only on
     behalf of Participants in the Plan (other than terminated  Participants) as
     of the last day of the fiscal year of the Company for which the  allocation
     is made.
 
                                        6
3.3 Forfeiture Accruals.

     The Company shall credit to the Deferred  Compensation Reserve on behalf of
each  Participant  an amount  ("Forfeiture  Accruals")  each Election Year which
shall be determined in the following manner:

          (a) The Administrator  shall determine for the Election Year the ratio
     of  (i)  aggregate  forfeitures  (as  defined  in  Section  9.5(a)  of  the
     Retirement and Savings Plan)  allocated under Section 6.9 of the Retirement
     and Savings Plan for the Election Year to (ii) the total aggregate Combined
     Basic  Savings (as defined in Section  1.18 of the  Retirement  and Savings
     Plan) for the current fiscal year.

          (b) The  Administrator  shall then  determine for each  Participant in
     this Plan the amount of the  balance in such  Participant's  account in the
     Deferred  Compensation  Reserve  constituting  Deferred  Compensation in an
     amount equal to the amount determined under Section 3.2(c) as of the end of
     the current fiscal year.

          (c) The Administrator shall then allocate to the Deferred Compensation
     Reserve  on  behalf  of each  Participant  the  product  of (i)  the  ratio
     determined in accordance with paragraph (a) of this section, times (ii) the
     amount determined in accordance with paragraph (b) of this section.

          (d) Forfeiture Accruals under this Section 3.3 shall be allocated only
     on behalf of Participants in the Plan (other than terminated  Participants)
     as of the  last  day of the  fiscal  year  of the  Company  for  which  the
     allocation is made.

     3.4 Crediting of Earnings.

     The Company shall credit earnings to the Deferred  Compensation  Reserve in
an amount determined as follows:

          (a) Company  contributions  determined in accordance  with Section 3.2
     and earnings  attributable  thereto,  along with forfeitures  determined in
     accordance  with Section 3.3 and earnings  attributable  thereto,  shall be
     credited  with  earnings  at the same rate and with the same  frequency  as
     earnings  credited to the "Stable Value Fund"  described in the  Retirement
     and Savings Plan.

          (b)  Deferred  Compensation  allocated  to the  Deferred  Compensation
     Reserve in accordance with Section 2.3(d), along with earnings attributable
     thereto, shall be credited with earnings at the same rate and with the same
     frequency as earnings  credited to the "Stable Value Fund" described in the
     Retirement and Savings Plan.

     3.5 Accounts Do Not Result in Property Rights.

          (a) The  Deferred  Compensation  Reserve and the  accounts  maintained
     thereunder on behalf of each  Participant are for  administrative  purposes
     only, and do not vest in the Participants  any right,  title or interest in
     such reserve or such accounts, except as expressly set forth in this Plan.

          (b) Title to and beneficial  ownership of any assets,  whether cash or
     investments  which the Company may  designate to make  payments of Deferred
     Compensation  hereunder,  shall at all times remain in the Company,  and no
     Participant  shall have any property  interest  whatsoever  in any specific
     assets of the Company.

     3.6 Tax-Qualified Plans.

     Amounts  credited to a Participant's  account in the Deferred  Compensation
Reserve shall not be deemed  compensation  to such  Participant  for purposes of
computing  employer  contributions or benefits under any  tax-qualified  plan of
deferred compensation maintained by the Company.

     3.7 No Assignment of Interests.

 
 
                                        7
The rights of  Participants  or any other persons to the payment of amounts
from the Deferred  Compensation  Reserve  under this Plan shall not be assigned,
transferred,  pledged or encumbered except by will or by the laws of descent and
distribution.

 
 
                                        8
ARTICLE IV

                                  DISTRIBUTIONS

     4.1 Commencement of Distribution.

          (a) Except as otherwise  specified in paragraph (d) of this section or
     Section 4.3, Deferred Compensation,  Company Accruals,  Forfeiture Accruals
     and  earnings  thereon  credited to a  Participant's  account  shall become
     distributable as soon as administratively  feasible following  notification
     to the  Administrator  of such  Participant's  Termination of Employment or
     death (whichever  occurs first).  Distribution  shall be made in the manner
     specified in paragraph  (b) of this section.  Alternatively,  a Participant
     may elect in accordance  with Section 2.3(a) for  distribution  to commence
     prior to Termination  of  Employment,  but no earlier than the beginning of
     the sixth (6th) fiscal year of the Company  following the Election Year for
     which such Deferred Compensation was earned, if applicable, or otherwise in
     a single lump sum cash payment.  Such distribution  prior to Termination of
     Employment  will be  permitted  only to the  extent  that it  relates to an
     Election  Year or Years for which the amount  deferred  exceeds six percent
     (6%) of the  Participant's  total  Compensation for such Election Year, and
     the amount so distributed  will consist solely of the amount of such excess
     inclusive of any earnings attributable thereto.

          (b)(l) A Participant shall designate in an Election made in accordance
     with Section 2.3 whether  distribution  of his account shall be made in the
     form of (i) a single lump sum cash payment;  (ii) annual cash  installments
     payable over a designated  term not to exceed ten (10) years;  or (iii) any
     other manner of distribution requested by the Participant, with the consent
     of the Administrator acting in his or her sole discretion.  Notwithstanding
     the  foregoing,  a Participant  who is actively  employed by the Company or
     serving on the Company's  Board of Directors  shall be entitled to a change
     in the manner of  distribution  of his account under  paragraph (a) of this
     section as  designated on a form  provided by the  Administrator,  with the
     consent of the Committee acting in its sole discretion. An approved request
     for  change  shall  become   effective  on  the  first   anniversary   (the
     "Anniversary   Date")  of  the  date  such  request  was  received  by  the
     Administrator,  provided such request  shall be invalid if the  Participant
     has a  Termination  of  Employment  as  described  in Section 1.17 (but not
     including  Section 1.17(b) or (c)) prior to the Anniversary Date, or, as to
     Deferred  Compensation relating to any Election Year, if any amount of such
     Deferred   Compensation   for  an  Election  Year  would  otherwise  become
     distributable prior to the Anniversary Date. Notwithstanding the foregoing,
     a Participant  who has a Termination  of Employment as described in Section
     1.17(b) or (c) may cancel  the  request  for change at his or her option as
     designated on a form provided by the Administrator.

          (b)(2) A Participant  requesting a change pursuant to paragraph (b)(l)
     of this section shall be  prohibited  from making an Election in accordance
     with Section 2.3, and any Election previously made shall be ineffective, to
     the extent such Election  applies to the next Election Year beginning after
     the date of the Participant's change request.

          (b)(3) No earnings  shall be credited  under Section 3.4(a) on amounts
     allocated to the Deferred Compensation Reserve under Section 3.2(e) for the
     period from the date of a  Participant's  Termination of Employment (or the
     date on which a Participant's  status as a member of the Company's Board of
     Directors ceases) until the date of the first distribution of such amounts,
     in the event a change in the manner of  distribution  of such  amounts  has
     been approved by the Committee as provided above.

          (c) If payment is deferred and paid in installments in accordance with
     paragraph (b) of this section,  the remaining  balance in the Participant's
     account shall continue to be credited with earnings as provided in Sections
     3.1 and 3.4(b).

          (d)  Notwithstanding  the foregoing,  no distribution shall be made of
     Company Accruals credited to a Participant's  account under Section 3.2, of
     Forfeiture  Accruals  credited  under Section 3.3, or of earnings  credited
     thereon  under Section  3.4(a),  except to the extent such amounts would be
     vested if they had been contributed on behalf of the Participant as Company
     contributions  or forfeitures  under the Retirement Plan. For this purpose,
     such amounts  shall be deemed to vest in  accordance  with the schedule set
     forth in Section 7.3 of the Retirement Plan, and nonvested amounts shall be
     forfeited  if the  Participant  terminates  employment  with the Company in
     circumstances in which the Participant
 
                                        9
would not be fully vested under the Retirement Plan. The Company shall
     have no further  obligation to the Plan or to any Participant for nonvested
     amounts forfeited hereunder.

     4.2 Beneficiaries.

     Each  Participant  may  designate a  beneficiary  on a form provided by the
Administrator to receive  distributions  made pursuant to Section 4.1; provided,
however, that the beneficiary designated by the Participant under the Retirement
Plan  shall  be  deemed  to be  the  beneficiary  under  this  Plan  unless  the
Participant  specifically  designates otherwise. If no beneficiary is designated
under the Retirement and Savings Plan or under this Plan, or if the  beneficiary
shall not  survive  the  Participant,  the  Participant  shall be deemed to have
designated the following  beneficiaries  (if then living) in the following order
of priority:  (i) spouse;  (ii) children;  including adopted children,  in equal
shares; (iii) parents, in equal shares; and (iv) the Participant's estate.

     4.3 Emergency Distributions.

     Notwithstanding  the  provisions  of Section 4.1,  the vested  portion of a
Participant's account may be distributed prior to such Participant's Termination
of Employment,  death, or other  distribution date elected by the Participant in
the sole  discretion  of the  Committee.  Distribution  shall be made under this
Section  4.3 only in cases of serious  financial  emergency  which is beyond the
control of the Participant,  as determined by the Committee, and only if failure
to make the  distribution  would  result in  severe  financial  hardship  to the
Participant or beneficiary. Amounts distributed under this Section 4.3 shall not
exceed the amount  needed to satisfy such  emergency  and to pay all  applicable
taxes on the amount of the distribution.

     4.4 Discharge of Obligation For Payment.

     If the  Administrator  shall  find that any  person to whom any  payment is
payable under this Plan is unable to care for such person's  affairs  because of
illness or  accident,  or is a minor,  any  payment  due  (unless a prior  claim
therefor shall have been made by a duly appointed  guardian,  committee or other
legal representative) may be paid to the spouse, a child, a parent, or a brother
or sister, or to any person deemed by the Administrator to have incurred expense
for such person otherwise entitled to payment, in such manner and proportions as
the Administrator may determine. Any such payment shall be complete discharge of
the liabilities of the Company under this Plan.

 
 
                                       10
ARTICLE V

                                 ADMINISTRATION

     5.1 Administrator.

     The Committee shall appoint an  Administrator  who shall be responsible for
the  management,  operation and  administration  of the Plan. The  Administrator
shall have full power and authority to interpret,  construe and administer  this
Plan and the  Administrator's  interpretations  and  construction  thereof,  and
actions hereunder, including any valuation of the Deferred Compensation Reserve,
or the amount or recipient of the payment to be made therefrom, shall be binding
and conclusive on all persons for all purposes.  The Company shall not be liable
to  any  person  for  any  action  taken  or  omitted  in  connection  with  the
interpretation  and  administration of this Plan unless  attributable to willful
misconduct or lack of good faith by the Company.

     5.2 Expenses.

     The expenses of  administering  this Plan shall be borne by the Company and
shall not be charged against the Deferred Compensation Reserve.

     5.3 Acceleration of Payments.

     Notwithstanding anything in this Plan to the contrary, the Committee in its
sole discretion may direct the  Administrator to pay any or all amounts credited
to a  Participant's  account in a single  lump sum cash  payment  or  accelerate
payment of installments distributable under Article IV of this Plan, in order to
clear out small  balances,  terminate the Plan, or otherwise to relieve costs of
maintaining and administering the Plan.

     5.4 Indemnification.

     To the  extent  permitted  by  applicable  state  law,  the  Company  shall
indemnify  and save  harmless the Board of Directors and each member or delegate
thereof,  each  employee  or  delegate  thereof,  so long as it is  composed  of
individuals  appointed by the Company,  the Plan Administrator and each employee
or delegate  thereof,  against  any and all  expenses,  liabilities  and claims,
including legal fees to defend against such liabilities and claims,  arising out
of their discharge of responsibilities  under or incident to the Plan, excepting
only  expenses  and  liabilities  arising  out of  willful  misconduct  or gross
negligence. This indemnity shall not preclude such further indemnities as may be
available  under  insurance  purchased by the Company or provided by the Company
under any by-law,  agreement, vote of stockholders or disinterested directors or
otherwise,  as such  indemnities  are permitted  under state law.  Payments with
respect to any  indemnity  and payment of  expenses  or fees under this  section
shall be made only from assets of the Company and shall not be made  directly or
indirectly from Trust assets.

 
 
                                       11
ARTICLE VI

                                  MISCELLANEOUS

     6.1 Plan Not An Employment Contract.

     Nothing  contained  herein  shall  be  construed  as  conferring  upon  any
Participant  the right to continue in the employ of the Company as an  executive
or in any other capacity.

     6.2 No Trust Created.

     Nothing  contained  in  this  Plan  and no  action  taken  pursuant  to the
provisions  of this Plan shall  create or be  construed to create a trust of any
kind, or a fiduciary relationship between the Company and any person,  including
any  Participant  or any other person.  Any amounts which may be credited to the
Deferred  Compensation  Reserve shall  continue for all purposes to be a part of
the general  funds of the Company and no person other than the Company  shall by
virtue of the  provisions  of this Plan have any interest in such funds.  To the
extent  that any person  acquires a right to receive  payments  from the Company
under this Plan,  such right shall be no greater than the right of any unsecured
general creditor of the Company.

     6.3 Amendment or Termination of Plan.

          (a) The Board of Directors  of the Company may amend or terminate  the
     Plan at any time  and from  time to time,  and/or  distribute  all  account
     balances under the Plan,  pursuant to written  resolutions  adopted by such
     Board of Directors.  In no event will any such  amendment or termination of
     the Plan have the effect of reducing  the accrued  account  balance or then
     vested percentage of any Participant under this Plan.

          (b) If a  determination  is made by the Internal  Revenue Service that
     the  account  balance of any  Participant  is  subject  to  current  income
     taxation,  such account  balance  will be  immediately  distributed  to the
     Participant or the Participant's  beneficiary to the extent of such taxable
     amount; provided,  however, that if the Participant is contesting the above
     mentioned  determination of the Internal Revenue Service, the Administrator
     may  in  his  or  her  sole  discretion   delay   distribution   until  the
     determination is final.

          (c) In the event the Retirement  and Savings Plan is  terminated,  the
     Committee may at its sole discretion  distribute all account balances under
     this Plan.  Alternatively,  in the event of such  termination the Committee
     may at its sole discretion  establish another basis for crediting  earnings
     under this Plan,  provided that any rate so credited shall not be less than
     the Company's borrowing rate from time to time.

     6.4 Effect of Plan.

     This Plan shall be binding  upon and inure to the  benefit of the  Company,
its successors and assigns, and the Participants and their heirs, beneficiaries,
executors, administrators and legal representatives.

     6.5 Severability.

     If any  provision  of  this  Plan  shall  for  any  reason  be  invalid  or
unenforceable,  the remaining provisions shall nevertheless remain in full force
and effect.

     6.6 Applicable Law.

     This Plan shall be construed in accordance with and governed by the laws of
the State of Maryland.

 
 
                                       12
ARTICLE VII

                 SPECIAL RULES FOR PRE-EFFECTIVE DATE EMPLOYEES

     7.1 Governing Rules.  Notwithstanding  anything contained elsewhere in this
Plan to the  contrary,  the  following  rules shall apply to Employees  who were
employed by Host Marriott Corporation on the date before the Effective Date.

          (a) Any  election  in  effect  under  the  Host  Marriott  Corporation
     Executive  Deferred  Compensation  Plan, and the Host Marriott  Corporation
     Employees'  Profit  Sharing,  Retirement  and  Savings  Plan and Trust (the
     "Prior Profit  Sharing  Plan") on the date before the Effective  Date shall
     continue to be effective  under this Plan for the 1995 Election  Year,  and
     any  compensation  taken into account  under the Prior Profit  Sharing Plan
     shall be taken into account under this Plan for purposes of Articles II and
     IV for the 1995 Election Year.

          (b) Any  notification  by the  administrator  under the Host  Marriott
     Corporation Executive Deferred Corporation Plan as in effect on or prior to
     the Effective Date (the "Prior Plan") concerning eligibility to participate
     in such plan for the 1995 fiscal year shall continue to be effective  under
     this Plan for the 1995 Election Year.

          (c) Any service with Host Marriott  Corporation prior to the Effective
     Date shall be taken into  account in  determining  service with the Company
     for purposes of determining years of service under Section 1.13(a).

          (d) For purposes of Section 1.13(b)(ii), participation in the Plan for
     the 1995 Election Year shall  include  participation  in the Prior Plan for
     such year.

          (e) Any approved  request in effect under the Prior Plan to change the
     Participant's  manner of  distribution  of his account shall continue to be
     effective  under this Plan as if such request had been approved  under this
     Plan.

          (f) Any beneficiary  designation in effect under the Prior Plan on the
     date before the Effective  Date shall  continue to be effective  under this
     Plan.

 
 
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CERTIFICATE OF SECRETARY

     I,  the   undersigned   secretary  of  Host   Marriott   Corporation   (the
"Corporation"),  do hereby  certify that the attached  copy of the Host Marriott
Corporation  (HMC) Executive  Deferred  Compensation Plan (the "Plan") is a true
and  correct  copy of the  Plan  and  that  there  have  been no  amendments  or
modifications to the Plan that are not reflected in this copy.

     IN WITNESS  WHEREOF,  I have hereunto set my hand and seal of Host Marriott
Corporation as of the 30th day of December, 1995.

                                              /s/ Christopher G. Townsend
                                              ---------------------------
                                              Christopher G. Townsend
                                              Secretary

 
 
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