Exhibit 8.1     
                         [LATHAM & WATKINS LETTERHEAD]
                                                                 
                                                              May 19, 1997     
 
Host Marriott Corporation
Host Marriott Financial Trust
10400 Fernwood Road
Bethesda, MD 20817
 
          Re: REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-19923)
 
Dear Sir or Madam:
 
  You have requested our opinion concerning the material United States federal
income tax consequences expected to result to holders from the purchase,
ownership and disposition of the Preferred Securities of Host Marriott
Financial Trust (the "Trust"), which represent preferred undivided beneficial
interests in 6 3/4% Convertible Subordinated Debentures due December 2, 2026
of Host Marriott Corporation held by the Trust, and which have been registered
under the Securities Act of 1933 pursuant to the Registration Statement on
Form S-3 filed herewith (the "Registration Statement").
   
  The facts, as we understand them, and upon which with your permission we
rely in rendering the opinion expressed herein, are set forth in the
Registration Statement. The information in the Registration Statement under
the caption "Certain Federal Income Tax Consequences," to the extent that it
constitutes matters of law, summaries of legal matters, or legal conclusions,
constitutes the opinions of Latham & Watkins. No opinion is expressed as to
any matter not discussed therein.     
 
  This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters all of which are
subject to change either prospectively or retroactively. Also, any variation
or difference in the facts from those set forth in the Registration Statement
may affect the conclusions stated herein.

 
  This opinion is rendered to you solely for use in connection with the
Registration Statement. We consent to your filing this opinion as an exhibit
to the Registration Statement, and to the reference to our firm under the
headings "Certain Federal Income Tax Considerations" and "Legal Matters."
 
                                          Very truly yours,
 
                                          /s/ Latham & Watkins
                                          _____________________________________