Host Hotels & Resorts (HST) 8-K Amendments to Articles of Incorporation or Bylaws

Exhibit 3.3

HOST HOTELS & RESORTS, INC.

ARTICLES SUPPLEMENTARY

Host Hotels & Resorts, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation that:

FIRST: Under a power contained in Article VI of the charter of the Corporation (the “Charter”), the Board of Directors, by duly adopted resolutions, reclassified and designated the authorized but unissued 650,000 shares of the Series A Junior Participating Preferred Stock, $.01 par value per share (the “Series A Junior Participating Shares”), as shares of Preferred Stock, $.01 par value per share, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as set forth in the Charter.

SECOND: The Series A Junior Participating Shares have been reclassified and designated by the Board of Directors under the authority contained in the Charter.

THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FOURTH: The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Secretary on this24^th day of November, 2008.

ATTEST:		HOST HOTELS & RESORTS, INC.
By:	/s/ Elizabeth A. Abdoo	By:	/s/ W. Edward Walter	(SEAL)
	Elizabeth A. Abdoo		W. Edward Walter
	Secretary		President and Chief Executive Officer

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