SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

Amendment No. 2







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the Year Ended December 31, 2007

Commission file number 0-25087





HOST HOTELS & RESORTS, L.P.

(Exact Name of Registrant as Specified in its Charter)







|                         |  |                                        
|------------------------ |  | ---------------------------------------
|Delaware                 |  | 52-2095412                             
|(State of Incorporation) |  | (I.R.S. Employer Identification Number)



|                                                     |  |           
|---------------------------------------------------- |  | ----------
|6903 Rockledge Drive, Suite 1500, Bethesda, Maryland |  | 20817     
|(Address of Principal Executive Offices)             |  | (Zip Code)

(240) 744-1000

(Registrants Telephone Number, Including Area Code)





Securities registered
pursuant to Section 12(g) of the Act:

Title of each class

Units of limited partnership interest (541,805,119 units outstanding as of February 25, 2008)





Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                   |  |  
|----------------------- |  | - |  | ----------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  |                   |  |  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

Documents Incorporated by Reference

Portions of Host Hotels & Resorts, Inc.s proxy
statement for its annual meeting of stockholders held on May 14, 2008 are incorporated by reference into Part III of this Form 10-K. Host Hotels & Resorts, Inc. filed its proxy statement on April 10, 2008.









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Explanatory Note

The Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2007 (the 2007 10-K), was originally filed on March 3, 2008 and amended August 8, 2008, to
amend Part II, Item 9A for the sole purpose of adding managements report regarding the effectiveness of internal control over financial reporting which was inadvertently omitted from this 2007 10-K when originally filed. We are filing
this amendment no. 2 to the 2007 10-K solely to revise the disclosure set forth in Part II, Item 9A under the heading Disclosure Controls and Procedures to disclose that, solely as a result of the Companys inadvertent omission of
managements report on internal control over financial reporting in the 2007 10-K (which omission was remedied pursuant to the filing of amendment no. 1 to the 2007 10-K), the Chief Executive Officer and Chief Financial Officer of Host
Hotels & Resorts, Inc., the Companys general partner, has concluded that the Companys disclosure controls and procedures were not effective as of December 31, 2007 (the end of the Companys 2007 fiscal year) at the reasonable
assurance level. For the convenience of the reader, this amendment sets forth Part II, Item 9A in its entirety. This amendment does not change the previously reported financial statements and other financial disclosures included in our 2007
10-K. No other information in the 2007 10-K as originally filed or in amendment no. 1 is amended hereby, and accordingly, this amendment does not reflect events occurring after the original filing date or modify or update those disclosures affected
by subsequent events. Accordingly, this amendment no. 2 on Form 10-K/A should be read in conjunction with our other filings with the Securities and Exchange Commission.



|Item 9A. | Controls and Procedures
|-------- | -----------------------

Disclosure Controls and Procedures

Under the supervision, and with the participation, of our management, including Hosts Chief Executive Officer and Chief Financial Officer, we
have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Subsequent to the filing on March 3, 2008 of the 2007 10-K, we identified
that we had inadvertently omitted from the 2007 10-K managements report on the Companys internal control over financial reporting. This omission was remedied by the filing on August 8, 2008 of amendment no. 1 to the 2007 10-K.
Hosts Chief Executive Officer and Chief Financial Officer have reconsidered the effectiveness of the Companys disclosure controls and procedures as of December 31, 2007 (the end of its 2007 fiscal year) in light of its inadvertent
omission of managements report from the 2007 10-K. Solely as a result of this inadvertent omission of managements report on internal control over financial reporting from the 2007 10-K, Hosts Chief Executive Officer and
Chief Financial Officer have concluded that the Companys disclosure controls and procedures as of December 31, 2007 were not effective at the reasonable assurance level.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company. With the participation of Hosts Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial
reporting as of December 31, 2007 based on the Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control
over financial reporting was effective as of December 31, 2007. There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2007 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Companys
independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.



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|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------



| | (a) | none
| | --- | ----



| | (b) | Exhibits
| | --- | --------



|            |  |                                                                                                                                                              
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                  
|31.1        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                          
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                          
|            | 
|32*         |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.



|* | This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on September 29, 2008.



HOST HOTELS & RESORTS, LPBy:

Host Hotels & Resorts, Inc., its general partnerBy:

/s/ Larry K. HarveyLarry K. HarveyExecutive Vice President, Chief Financial Officer




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