EXHIBIT 99

 
                                                                      EXHIBIT 99

                           FORWARD-LOOKING STATEMENTS
                                        

The following factors, among others, could cause actual results to differ
materially from those contained in forward-looking statements made in this
report or presented elsewhere by management.

Dependence on Others:  The Company's present growth strategy for development of
additional lodging and senior living facilities entails entering into and
maintaining various arrangements with present and future property owners,
including Host Marriott Corporation and New World Development Company Limited.
There can be no assurance that any of the Company's current strategic
arrangements will be continued, or that the Company will be able to enter into
future collaborations.

Contract Terms for New Units:  The terms of the operating contracts,
distribution agreements, franchise agreements and leases for each of the
Company's lodging facilities and senior living communities are influenced by
contract terms offered by the Company's competitors at the time such agreements
are entered into.  Accordingly, there can be no assurance that contracts entered
into or renewed in the future will be on terms that are as favorable to the
Company as those under existing agreements.

Competition:  The profitability of hotels, vacation timeshare resorts, senior
living communities and distribution centers operated by the Company is subject
to general economic conditions, competition, the desirability of particular
locations, the relationship between supply of and demand for hotel rooms,
vacation timeshare resorts, senior living facilities and distribution services,
and other factors.  The Company generally operates in markets that contain
numerous competitors and the continued success of the Company will be dependent,
in large part, upon the Company's ability to compete in such areas as access,
location, quality of accommodations, amenities, specialized services and cost
containment.

Supply and Demand:  During the 1980s, construction of lodging facilities in the
United States resulted in an excess supply of available rooms, and the
oversupply had an adverse effect on occupancy levels and room rates in the
industry.  Although industry conditions have improved, the lodging industry may
be adversely affected in the future by (i) supply additions, (ii) international,
national and regional economic conditions, (iii) changes in travel patterns,
(iv) taxes and government regulations which influence or determine wages,
prices, interest rates, construction procedures and costs, and (v) the
availability of capital.  The Company's timeshare and senior living service
businesses are also subject to the same or similar uncertainties and,
accordingly, there can be no assurance that the present level of demand for
timeshare intervals and senior living communities will continue, or that there
will not be an increase in the supply of competitive units, which could reduce
the prices at which the Company is able to sell or rent units.

Effect of Acquisitions:  The benefit to the Company of acquisitions such as RHG
depends, in part, on the Company's ability to integrate the acquired businesses
into existing operations. Such integrations may be more difficult, costly and
time consuming than anticipated.

Spinoff Transaction: The benefits of this transaction are contingent upon all of
the foregoing, as well as upon the approval of Marriott International, Inc.'s
shareholders.