FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MARRIOTT RICHARD E 2. Issuer Name and Ticker or Trading Symbol HOST HOTELS & RESORTS, INC. [HST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 6903 ROCKLEDGE DRIVE, SUITE 1500 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2006 (Street) BETHESDA, MD 20817 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock - Other 04/10/2006   A4(1) 489 A $ 20 1,302,155 I by Partnership Common Stock - Other 05/23/2006   S4(2) 489 D $ 19.81 1,301,666 I by Partnership Common Stock             5,371,416 D   Common Stock - Retirement Shares             1,800 D   Common Stock - SpTrstee             505,962 I by Trust Common Stock - Spouse             75,364 I by Spouse Common Stock - Trust 03             136,739 I by Trust Common Stock - Trust 04             125,480 I by Trust Common Stock - Trust 05             100,036 I by Trust Common Stock - Trust 06             136,739 I by Trust Common Stock - Trust 07             107,282 I by Trust Common Stock - Trust 08             71,783 I by Trust Common Stock - Trust 09             122,283 I by Trust Common Stock - Trust 10             136,788 I by Trust Common Stock - Trust 11             77,117 I by Trust Common Stock - Trust 12             70,770 I by Trust Common Stock - Trust 13             56,420 I by Trust Common Stock - Trust 14             77,117 I by Trust Common Stock - Trust 15             60,515 I by Trust Common Stock - Trust 16             40,485 I by Trust Common Stock - Trust 17             68,967 I by Trust Common Stock - Trust 18             77,139 I by Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARRIOTT RICHARD E 6903 ROCKLEDGE DRIVE SUITE 1500 BETHESDA, MD 20817	  X	Â	  Chairman of the Board	Â

Signatures

By: Elizabeth A. Abdoo For: Richard E. Marriott		02/14/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Conversion of 800 Starwood Trust shares into Host Hotels & Resorts common stock pursuant to closing of Master Agreement and Plan of Merger dated as of November 14, 2005, as amended March 24, 2006. The average closing price of Host Hotels & Resorts common stock on 4/10/06 was $20.00.
(2)	Conversion of Starwood Trust shares into Host Hotels & Resorts common stock pursuant to closing of Master Agreement and Plan of Merger dated as of November 14, 2005, as amended March 24, 2006. The average closing price of Host Hotels & Resorts common stock on 4/10/2006 was $20.00.

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