SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

January 6, 2006

Mail Stop 4561

Elizabeth A. Abdoo
Executive Vice President and General Counsel
Host Marriott Corporation
6903 Rockledge Drive, Suite 1500
Bethesda, MD 20817

      Re:	Host Marriott Corporation
		Registration Statement on Form S-4
      Filed December 9, 2005
		File No.  333-130249

		Current Report on Form 8-K
      Filed December 9, 2005
      File No. 001-14625

      Annual Report on Form 10-K
		Filed March 1, 2005
      File No. 001-14625

      Starwood Hotels & Resorts Worldwide, Inc,
      Starwood Hotels & Resorts
      Annual Report on Form 10-K
      Filed March 4, 2005
      File No. 333-73069

Dear Ms. Abdoo:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Host Marriott Corporation Form S-4

General
1. We note that numerous terms of the master agreement give rise
to
rights by either party to defer or exclude properties from this
transaction, including terms related to subsequent financial
performance and the need for shareholder consents and regulatory
approvals not yet obtained.  Please tell us whether you plan to or
why you should not be required to re-solicit your shareholders in
the
event that the price or asset mix of the proposed transaction were
to
change materially following the date of your anticipated vote.
2. Please provide us with a copy of the transcript of your
November
14, 2005 conference call discussing the proposed transaction and
tell
us why you did not file it with the Commission.
3. Please provide us with a copy of the "board book" or similar
documentation provided to the board and your management to
consider
the proposed transaction.  Such materials should include the
presentations made by the financial advisors.
4. We note that you have incorporated from your Form 8-K filed
December 9, 2005 information relevant to your discussion of tax
consequences beginning on page 101.  We further note that this
report
contains risk factor information that is specific to this
transaction
.  Please tell us why it is appropriate to incorporate
transaction-
specific disclosure from prior filings or revise your
prospectus/proxy statement to include this information.
5. We note that you have not included disclosure responsive to
Item
18(a)(5)(i) of Form S-4.  Please confirm that the directors and
officers of neither you nor Starwood have interests that may
require
disclosure pursuant to this item, including, without limitation,
bonuses tied to the successful completion of this transaction.

Forepart of Registration Statement
6. In note 4 to your fee table, please describe briefly the rights
associated with the Series A Junior Participating Preferred stock.
7. Please briefly explain what an "RP Unit" is with respect to SLT
Realty L.P.
Outside Front Cover Page of Prospectus
8. Please revise to disclose the vote required to approve the
transaction.

Questions and Answers About Voting Procedures for the Host Special
Meeting
9. The information in this section appears merely to repeat
information contained in the summary.  Please revise to eliminate
the
overlap or omit the section entirely.

Summary, page 1
10. Please limit your reliance on cross-references in the Summary
and
Risk Factors section.
11. Where relevant, please provide a summary of the other key
aspects
of the transaction, including the license and management
agreements
related to the properties to be transferred to you and any
agreements
related to development and conversion of properties currently held
by
you.
12. Where relevant, please discuss, from page 84, the fee you
would
be required to pay in the event that shareholders do not vote in
favor of this transaction.  Also, please discuss briefly, from
page
85, the transfer taxes and transaction costs that you may be
liable
for and the limitations on indemnification described on pages 87-
88.
13. We note, from page 105, that you have not yet determined the
purchase price related to each asset in the event that you need to
make adjustments to the consideration to be paid.  Please indicate
when you expect to determine the purchase price of each asset and
amend your disclosure accordingly.

The Transactions, page 2

Consideration for the Transactions, page 2
14. Please discuss the additional consideration to be paid by Host
in
the form of preferred stock, the number of such shares you expect
to
issue and the rights associated with them.

Ownership of Host After the Transactions, page 3
15. Please identify the creation of any individual interests
following the transaction that may amount to 5% or more or your
outstanding shares, and quantify those interests.

Opinion of Host Financial Advisors..., page 3
16. Please disclose whether your advisor would be paid a fee in
the
event the transaction were to terminate.  If not-or if the fee
would
be significantly less than the fee upon consummation-please
discuss
the resulting conflict of interest here and in the Risk Factors
section.  We have the same comment with respect to your discussion
on
page 4 of the opinion rendered by Starwood`s advisor.

Deferral of Hotels..., page 6
17. Please summarize the deferral and exclusion terms-including
which
hotels are subject to deferral or exclusion-to discuss how the
transaction could materially change following the shareholder
vote.

Financing for the Transactions..., page 8
18. Please be more specific as to the financing assumptions,
including the amounts you expect to raise through a sale of
certain
of your current assets, sale of assets to be acquired from
Starwood,
and the incurrence of new debt.  Also, please quantify the bridge
loan and explain briefly why it would be necessary to increase
this
loan in the event that the Sheraton bondholders do not approve the
proposed restructuring.

Summary Selected Historical Financial Data, page 9

Selected Unaudited Pro Forma Financial Date, page 12
19. Please provide footnotes explaining how the information
presented
reflects aspects of the proposed transaction not evident from
historical financials, such as revenue associated with  assets
being
transferred to you that are not included in Starwood Trust, the
intended sale of certain assets, and the incurrence of new debt.
Risk Factors, page 17
20. To the extent material, please revise to include discussion of
risk related to:
* dilution caused by the issuance of new shares and the impact of
potential share sales following the close of the transaction;
* the terms of any leases to which the hotels you may acquire may
be
subject; and
* control that may be exercised over you by Starwood or its
affiliates as a result of shares being issued in this transaction.

The consummation of the transactions will expand..., page 24
21. Please clarify whether you have any current operations in the
new
markets noted under this heading and revise your disclosure
regarding
the fact that you "may have" limited knowledge and understanding
of
the local economies accordingly.

The Transactions, page 32
22. Where relevant, please revise your discussion of the
transactions
to:
* disclose which hotels are held by each Starwood entity that you
intend to acquire in the transactions described on pages 33 and
34.;
* describe the assets that you intend to dispose of in four like-
kind
exchanges and the hotels you expect to receive;
* describe in more detail the interests held by SLT Realty; and
* describe in more detail the assets to be acquired from SLC
Operating LP, including the hotels being transferred to you that
receive their working capital from this pool.

Structure of the Transactions, page 32
23. Please revise your description on page 34 to make it clear
what
equity interests Starwood intends to redeem prior to the close of
this transaction and what assets will be removed from the entities
to
be acquired by you.
24. Please indicate when you expect to receive consents from the
unit
holders of SLT Realty to complete the SLT merger.
25. Please expand your disclosure to discuss the "private REITs"
to
be created by Host in order to maintain its REIT qualification and
to
satisfy debt requirements.

Consideration for the Transactions, page 34
26. On page 35, please explain briefly how adjustments to the
amounts
to be received directly by Starwood (as a result of increases or
decreases in the number of Starwood Trust Class B shares
outstanding
upon close) would be allocated to the purchase price of the
remaining
properties.
27. Please discuss Starwood`s share repurchase program in more
detail, including when it was announced, when it is set to expire
and
the price offered.
28. We refer to the table on page 36 that shows the total
consideration to be paid in the transactions based on the market
price of the Host common stock.  Please revise to include a higher
range.  We note that the table only shows scenarios up to $19.00
per
common share, and that the closing market price on January 5, 2006
was $18.99.  Please revise to indicate additional scenarios if the
market price increases beyond $19.00.

Background of the Transactions, page 36
29. On page 40, please identify the third parties with whom you
entered confidentiality agreements and explain their role in the
process.
30. Based on your disclosure on page 54, that Bear Stearns
considered
"interest from various third parties regarding a transaction" with
Starwood, it appears that third party offers may have been
received.
If so, please summarize the terms of those offers and disclose why
they were abandoned.

Recommendation of Host`s Board of Directors..., page 43

Enhanced Company Profile, page 44
31. Please provide us with support for your statement that Host,
following the proposed acquisitions, will be the largest lodging
company in the U.S and the sixth-largest public REIT.  In
addition,
please disclose the measurement you are using in arriving at these
conclusions.

Financial Considerations, page 44
32. Please revise this section to provide specific financial
projections in bullet points 1, 2 and 4 and the replacement cost
in
bullet point 3.  With respect to non-GAAP projections, please
provide
the disclosure, including cautionary language and reconciliation
to
pro forma GAAP financials, as required by Item 10(e) of Regulation
S-
K.

Additional Considerations, page 44
33. On page 45, please discuss, to the extent relevant, any
consideration by your board of issues related to the incurrence of
new debt, dilution, your longterm reliance on Starwood as manager
of
the properties to be acquired, control issues, future sales of
your
shares by former Starwood Trust shareholders, and the pro forma
decrease in earnings per share (on a GAAP basis).  Also, please
remove the reference in the last bullet point on page 45 to
"various
other applicable risks."  All material negative factors considered
by
your board should be described here.

Starwood`s Reasons for the Transactions, page 46

Negative Factors Considered by the Starwood Boards, page 47
34. Please revise the last bullet point in this section to include
any other material risks considered by Starwood.

Opinion of Host Financial Advisors, page 48
35. On page 52, please:
* quantify the compensation paid by you and your affiliates to
Goldman Sachs in the last two years.  Refer to Item 1015(b)(4) of
Regulation M-A;
* describe the compensation to be paid to Goldman Sachs as a
result
of the bridge loan and the expected refinancing of that loan
(including origination and commitment fees); and
* in the event the consideration falls outside of the range
described
here, please describe how the consideration paid to Goldman Sachs
for
its fairness opinion could change, if at all.
36. With respect to Bear Stearns, please describe, on pages 57 and
58, the past services it has provided to Starwood in detail and
quantify aggregate compensation paid to it in the last two years.
Also, please describe in more detail the fees to be received by
Bear
Stearns as part of this transaction and provide the additional
disclosure required by Items 1015(b)(2) and (3) of Regulation M-A.

Selected Companies Analysis, page 49
37. Please explain the significance-from a fairness point of view-
of
the fact that your 2005 estimates ratios exceed the median 2005
ratios for comparable companies.  Also, please explain why your
advisors did not calculate your 2006 estimated ratios and what
significance your advisors ascribed to the apparent comparison of
your 2005 ratios to the 2006 estimated ratios for similar
companies.
In addition, please expand your disclosure to provide additional
information on what the IBES estimates represent.

Earnings Accretion/Dilution Analysis, page 51
38. Please revise to discuss in more detail how Goldman Sachs
arrived
at the estimates of FFO accretion and explain the significance of
these figures to your investors.

Opinion of Starwood and Starwood Trust`s Financial Advisor, page
52

Summary of Analyses, page 54
39. We note from page 55 that Bear Stearns did not, in making its
valuation, ascribe any weight to the encumbrances on the
properties
to be transferred as a result of the license and management
agreements to be entered into with Starwood.  Please revise your
disclosure to clarify why Bear Stearns did not take the
encumbrances
into account.  Also, please indicate whether the analysis by
Goldman
Sachs takes encumbrances into account and, if not, provide similar
disclosure.

Financing for the Transactions, page 58

Permanent Financing, page 58
40. Please identify the sale assets and quantify how much you
expect
to get for each, including any assets you intend to acquire in
this
transaction.

Bridge Loan Facility, page 58
41. On page 59, please disclose the debt ceiling that you may not
exceed by more than $400 million without reducing the amount
outstanding under the bridge loan.
42. Please identify the lender of your current revolving credit
facility and indicate whether an amendment to the facility has
been
obtained permitting the bridge loans to share in the collateral
securing the facility.  We note your statement on page 58 that
such
amendment must be executed prior to the execution of the bridge
loan
facility.

Assumed Indebtedness, page 60
43. In notes 1 and 2, briefly explain what you mean by "excess
cash"
and "excess cash flow," respectively.  In note 3, please explain
how
interest is calculated and when the rate is reset.

Restrictions on Sales of Shares of Host Common Stock..., page 61

Affiliates, page 61
44. Please quantify the number of shares you expect to be held by
affiliates and indicate whether there any contractual agreements
to
file a resale registration statement covering these shares by any
specific date.

Registration Rights of Starwood, page 62
45. Please disclose when you expect-or are required-to file a
registration statement covering the resale of shares received by
Starwood as a result of this transaction.  In addition, please
revise
this section to include any other material provisions of the
registration rights agreement that you intend to enter into with
Starwood.

Material Terms of the Principal Transaction Agreements, pa