SecProbe.io

August 21, 2007
 Mail Stop 4561
By U.S. Mail and facsimile to (240) 744-5801

Christopher J. Nassetta Chief Executive Officer Host Hotels & Resorts, Inc. 6903 Rockledge Drive, Suite 1500 Bethesda, Maryland  20817-1109
Re:  Host Hotels & Resorts, Inc.  Definitive 14A   Filed April 10, 2007
File No. 001-14625
 Dear Mr. Nassetta:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  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 me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Christopher J. Nassetta
Host Hotels & Resorts, Inc.
August 21, 2007 Page 2  Compensation Discussion and Analysis, page 12

 Establishing the Plan, page 12

1. You state on page 13 that the Chief Execu tive Officer participated in discussions
with the committee regarding the indivi dual performance of each member of the
senior management team and internal e quity.  Please expand your disclosure to
explain how individual performance and inte rnal equity were considered in these
discussions.
 2. You state on page 13 that you have no polic y or target for the allocation of total
compensation between either cash and non-cash compensation or short-term and
long-term compensation.  You further state that the committee reviews information from Towers Perrin and determ ines the appropriate level and mix of
incentive compensation.  Please expand your disclosure to discuss the key factors
that the committee considers when determining the appropriate level and mix of incentive compensation.
3. You state on page 13 that three peer groups were chosen by the committee in consultation with Towers Perrin to provi de competitive market information for
base salary, annual incentive bonus awards and long term incentives.  Please revise your disclosure  as noted below:
• Please expand your disclosure to identify all the companies with
which you are engaged in benchmarking compensation of your named executive officers, including (i) the sized-based public real
estate companies with a median en terprise value of approximately
$12 billion; (ii) the companies us ed to create the sized-based
general industry data sample prep ared by Towers Perrin; and (iii)
the 2005 NAREIT Compensation Surv ey participants that had
UPREIT capitalization of at least $6.6 billion.
• We note your statement on page 13 that the NAREIT sample was
given less consideration.  We fu rther note your statement that the
committee targeted overall total compensation levels to fall between the 50
th and 75th percentiles represented by the size-based
public real estate companies a nd general industry peer groups.
Please revise to be more specific as to the actual percentile most closely related to the amounts you paid.  In addition, expand your
disclosure to describe how you considered the NAREIT sample
and how your overall compensati on levels compared to the
NAREIT sample.

Christopher J. Nassetta
Host Hotels & Resorts, Inc.
August 21, 2007 Page 3  Base Salary, page 14

 4. You state on page 14 that, based on it s review, the committee increased Mr.
Nassetta’s annual base salary to $850,000 and approved base salary increases
ranging from 4% to 20% for the other named executive officers.  Please expand your disclosure to discuss the salary increases for the other named executive
officers as well as any factors considered in the decision to increase compensation materially.
Annual Incentive Bonus Awards, page 14

5. We note that the annual incentive awar d program provides the opportunity to
receive cash incentive awards based on th e financial performance of the company
and the individual performance of e ach employee.  We further note your
disclosure on page 15 that the Adjusted  FFO target level of performance for 2006
was $1.48 per share and that the committee determined that the company exceeded the target level of performa nce of Adjusted FFO per share by 9%,
resulting in an award at close to high levels.  Please disclose all the individual
performance measures as well as the thre shold and high levels of Adjusted FFO.
Alternatively, provide on a supplemental basis a detailed explanation of why you
believe that disclosure of the targets is  not required because it would result in
competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b).  To the extent that that it is appropriate to omit specific goals or
financial targets, discuss how  difficult it will be for the executives or how likely it
will be for the registrant to achieve the target goals.  Please see Instruction 4 to
Item 402(b) of Regulation S-K.

Long-Term Incentive Compensation, page 15

6. We note that, under the 2006-2008 Plan, restrict ed stock granted is eligible to vest
subject to satisfying cert ain conditions, including Ab solute TRS and Relative
TRS.  We further note th at the starting price for th e Absolute TSR was $17.88 per
share, based on the average high and low price of the company’s common stock
for the 60 days prior to December 31, 2005, a nd this price per share served as the
basis to measure the company’s stockholde r return relative to companies in the
NARIET Equity Index.  Please expand your disclosure to include the threshold
and high levels of Absolute TRS and Relative TRS.

Severance / Change in Control, page 18
 7. We note the various severance and post-t ermination arrangements you have with
the named executive officers and vari ous scenarios described.  In the
Compensation Discussion and Analysis, pl ease discuss how these arrangements
fit into your overall compensation object ives and affect the decisions you made

Christopher J. Nassetta
Host Hotels & Resorts, Inc. August 21, 2007 Page 4
regarding other compensation elements a nd the rationale for decisions made in
connection with these arrangements.  Al so, provide analysis explaining why you
structured the terms and payout levels  of these arrangements as you have.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3401 with any questions.

Sincerely,    Jennifer Gowetski Attorney-Advisor