Exhibit 10.1


                   AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT

     THIS AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT (this "Agreement") is made
and entered into as of the 21st day of June, 1997, by and between HOST MARRIOTT
CORPORATION, a Delaware corporation ("Host Marriott"; successor by change of
name to Marriott Corporation), HOST MARRIOTT SERVICES CORPORATION, a Delaware
corporation ("HMSC"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation
("MII").

                                   RECITALS
                                   --------

     WHEREAS, Host Marriott and MII are parties to that certain Distribution
Agreement, dated as of September 15, 1993, as amended by Amendment No. 1 dated
as of December 29, 1995 among Host Marriott, MII, and (as successor by spin-off
to Host Marriott's the Host/Travel Plazas Business), HMSC (as so amended, the
"Distribution Agreement"); and

     WHEREAS, Host Marriott and MII are parties to that certain Stock Purchase
Agreement, dated as of June 21, 1997 (the "Stock Purchase Agreement"); and

     WHEREAS, the execution and delivery of this Agreement is a condition
precedent to MII's obligation to consummate the transactions contemplated by the
Stock Purchase Agreement; and

     WHEREAS, Host Marriott and MII desire to amend the Distribution Agreement
as set forth herein, and HMSC has agreed to execute this amendment for the
avoidance of doubt as to whether its signature is necessary for an amendment to
the Distribution Agreement to be effective.

     NOW, THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:

     1.  The last sentence of the first paragraph of Section 6.07(a) of the
Distribution Agreement is hereby deleted in its entirety and replaced with the
following:

          "The Right shall terminate on June 21, 2017."

     2.  Except as specifically amended hereby, the Distribution Agreement shall
remain unchanged and in full force and effect.

                            SIGNATURE PAGE FOLLOWS

 
     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized representatives as of the day and year first above
written.

                                    HOST MARRIOTT CORPORATION



                                    By:  s/ Robert E. Parsons, Jr.
                                         -----------------------------
                                    Name:   Robert E. Parsons, Jr.
                                    Title:  Executive Vice President

                                    MARRIOTT INTERNATIONAL, INC.



                                    By:  s/ Paul E. Johnson, Jr.
                                         -----------------------------
                                    Name:   Paul E. Johnson, Jr.
                                    Title:  Vice President

                                    HOST MARRIOTT SERVICES CORPORATION



                                    By:  s/ Joe Martin
                                         -----------------------------
                                    Name:   Joe Martin
                                    Title:  Vice President and General Counsel