SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


           [X] QUARTERLY 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 Quarter Ended March 28, 1997              Commission File No. 333-00768


                        HMC ACQUISITION PROPERTIES, INC.
                               10400 Fernwood Road
                            Bethesda, Maryland 20817

                                 (301) 380-9000


         Delaware                                           52-1888825         
(State of Incorporation)                             (I.R.S. Employer
                                                      Identification Number)


Indicate by check mark whether the registrant (1) 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,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                                        Yes   X     No       

                                                               

<PAGE>

                HMC ACQUISITION PROPERTIES INC. AND SUBSIDIARIES

                                      INDEX


                                                                        Page
                                                                         No.


PART I.    FINANCIAL INFORMATION (Unaudited):

           Condensed Consolidated Balance Sheets -                        3
             March 28, 1997 and January 3, 1997

           Condensed Consolidated Statements of Operations -              4
             Twelve Weeks Ended March 28, 1997
             and March 22, 1996

           Condensed Consolidated Statements of Cash Flows -              5
             Twelve Weeks Ended March 28, 1997 and March 22, 1996
 
           Notes to Condensed Consolidated Financial Statements           6
 
           Management's Discussion and Analysis of Results of             8
             Operations and Financial Condition

PART II.          OTHER INFORMATION AND SIGNATURE                        11





















                                      - 2 -
<PAGE>

                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)



<TABLE>
<CAPTION>
                                                                                         March 28,         January 3,
                                                                                           1997               1997
                                                                                       -----------       ------------  
                               ASSETS                                                  (unaudited)
<S>                                                                                    <C>               <C>


Property and equipment, net....................................................        $     528,007     $     529,130
Due from hotel managers........................................................               14,592            16,050
Other assets...................................................................                8,711             7,799
Cash and cash equivalents......................................................               42,329            33,282
                                                                                       -------------     -------------
                                                                                       $     593,639     $     586,261
                                                                                       =============     =============
 


                      LIABILITIES AND SHAREHOLDER'S EQUITY

Debt  ........................................................................         $     350,000     $     350,000
Deferred income taxes..........................................................               15,876            15,676
Other liabilities..............................................................               13,667             4,419
                                                                                       -------------     -------------
      Total liabilities........................................................              379,543           370,095
                                                                                       -------------     -------------


Shareholder's equity
    Common stock, 100 shares issued and outstanding,
      no par value.............................................................                   --                --
    Additional paid-in capital.................................................              214,374           214,374
    Retained earnings (deficit)................................................                 (278)            1,792
                                                                                       -------------     -------------
      Total shareholder's equity ..............................................              214,096           216,166
                                                                                       -------------     -------------
                                                                                       $     593,639     $     586,261
                                                                                       =============     =============

</TABLE>


















            See Notes to Condensed Consolidated Financial Statements.

                                      - 3 -
<PAGE>

                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              Twelve Weeks Ended March 28, 1997 and March 22, 1996
                            (unaudited, in thousands)
 
<TABLE>
<CAPTION>

                                                                                            1997           1996
                                                                                         ---------      ---------
<S>                                                                                      <C>            <C>

REVENUES..............................................................................   $  29,531      $  22,459
                                                                                         ---------      ---------

OPERATING COSTS AND EXPENSES
  Depreciation and amortization.......................................................       6,395          4,205
  Base and incentive management fees (including Marriott International
    management fees of $4,035 and $3,058 in 1997 and 1996,
    respectively).....................................................................       4,659          3,273
  Property taxes......................................................................       1,976          1,875
  Ground rent, insurance and other....................................................       1,225            489
                                                                                         ---------      ---------
    Total operating costs and expenses................................................      14,255          9,842
                                                                                         ---------      ---------
OPERATING PROFIT BEFORE
  CORPORATE EXPENSES AND INTEREST.....................................................      15,276         12,617
Corporate expenses....................................................................        (804)        (1,146)
Interest expense......................................................................      (7,466)        (7,531)
Interest income.......................................................................         461          1,134
                                                                                         ---------      ---------
INCOME BEFORE INCOME TAXES............................................................       7,467          5,074
Provision for income taxes............................................................      (3,000)        (2,151)
                                                                                         ---------      --------- 
NET INCOME............................................................................   $   4,467      $   2,923
                                                                                         =========      =========

</TABLE>

























            See Notes to Condensed Consolidated Financial Statements.

                                      - 4 -
<PAGE>

                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              Twelve Weeks Ended March 28, 1997 and March 22, 1996
                            (unaudited, in thousands)
<TABLE>
<CAPTION>

                                                                                           1997             1996  
                                                                                        ----------       ---------
<S>                                                                                     <C>              <C>
OPERATING ACTIVITIES
Net income...........................................................................   $    4,467       $   2,923
Adjustments to reconcile to cash provided by operations:
   Depreciation and amortization.....................................................        6,395           4,205
   Income taxes......................................................................        3,000           2,151
   Changes in operating accounts.....................................................        6,831           4,698
   Other.............................................................................          178             168
                                                                                        ----------       ---------
      Cash provided by operations....................................................       20,871          14,145
                                                                                        ----------       ---------

INVESTING ACTIVITIES
Acquisitions.........................................................................           --         (44,561)
Capital expenditures.................................................................       (3,595)         (9,583)
Other................................................................................       (1,692)         (1,456)
                                                                                        ----------       --------- 
      Cash used in investing activities..............................................       (5,287)        (55,600)
                                                                                        ----------       --------- 

FINANCING ACTIVITIES
Dividend to Host Marriott Corporation................................................       (6,537)             --
Other................................................................................           --            (606)
                                                                                        ----------       ---------
      Cash used in financing activities..............................................       (6,537)           (606)
                                                                                        ----------       --------- 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.....................................   $    9,047       $ (42,061)
                                                                                        ==========       ========= 

</TABLE>






















            See Notes to Condensed Consolidated Financial Statements.

                                      - 5 -

<PAGE>

                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   The  accompanying  consolidated  financial  statements  of HMC  Acquisition
     Properties,  Inc. and subsidiaries (the "Company"), a wholly-owned indirect
     subsidiary  of Host  Marriott  Corporation  ("Host  Marriott"),  have  been
     prepared by the Company  without audit.  Certain  information  and footnote
     disclosures   normally  included  in  financial   statements  presented  in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed  or  omitted.  The  Company  believes  the  disclosures  made are
     adequate to make the  information  presented not misleading.  However,  the
     condensed  consolidated  financial statements should be read in conjunction
     with the  Company's  annual  report on Form 10-K for the fiscal  year ended
     January 3, 1997.

     In the  opinion  of  the  Company,  the  accompanying  unaudited  condensed
     consolidated  financial  statements  reflect all adjustments (which include
     only  normal  recurring   adjustments)  necessary  to  present  fairly  the
     financial  position of the Company as of March 28, 1997 and January 3, 1997
     and the  results of  operations  and cash flows for the twelve  weeks ended
     March 28, 1997 and March 22,  1996.  Interim  results  are not  necessarily
     indicative of fiscal year performance because of the impact of seasonal and
     short-term variations.
 
2.   Revenues represent house profit from the Company's hotel properties.  House
     profit  reflects the net revenues  flowing to the Company as property owner
     and  represents  hotel  operating  results  less  property-level   expenses
     excluding  depreciation  and  amortization,  property  taxes,  ground rent,
     insurance,  management fees and certain other costs which are classified as
     operating costs and expenses.

     House profit  generated by the Company's  hotels for 1997 and 1996 consists
     of:


<TABLE>
<CAPTION>
                                                                                       Twelve Weeks Ended
                                                                                    ------------------------
                                                                                     March 28,     March 22,
                                                                                       1997          1996
                                                                                    ----------     ---------
                                                                                          (in thousands)
<S>                                                                                  <C>           <C>

              Sales
                Rooms..............................................................  $  51,674     $  42,476
                Food & Beverage....................................................     24,195        19,667
                Other..............................................................      4,538         3,841
                                                                                     ---------     ---------
                   Total Hotel Sales...............................................     80,407        65,984
                                                                                     ---------     ---------

              Department Costs
                Rooms..............................................................     11,908        10,022
                Food & Beverage....................................................     18,432        15,210
                Other..............................................................      2,546         2,294
                                                                                     ---------     ---------
                   Total Department Costs..........................................     32,886        27,526
                                                                                     ---------     ---------
 
              Department Profit....................................................     47,521        38,458
              Other Deductions.....................................................     17,990        15,999
                                                                                     ---------     ---------
                   House Profit....................................................  $  29,531     $  22,459
                                                                                     =========     =========

</TABLE>


                                      -6-
<PAGE>
               HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

3.   During the first quarter of 1997, a $6.5 million  dividend was paid to Host
     Marriott, as permitted under the senior notes indenture.

4.   On May 12, 1997, the Company commenced a consent solicitation (the "Consent
     Solicitation")  for the amendment of certain provisions of its senior notes
     indenture. The Consent Solicitation, if successful, would facilitate, among
     other things, the merger of the Company with and into HMH Properties,  Inc.
     ("Properties"),  a wholly-owned  indirect subsidiary of Host Marriott which
     owns 32 full-service  hotel  properties,  (the "Merger") and the ability of
     Properties  after the  Merger to  acquire,  through  certain  subsidiaries,
     additional  properties  subject to non-recourse  indebtedness and less than
     majority  controlling  interests in  corporations,  partnerships  and other
     entities holding attractive properties. In connection with the Merger, Host
     Marriott will make a capital contribution of $50 million to Properties.

     The Consent  Solicitation  is conditioned  upon the approval by at least 66
     2/3% of the Company's  senior notes holders and the completion of a similar
     consent  solicitation being currently  conducted by Properties.  As part of
     the Consent Solicitation, the Company will make a payment of $875,000 which
     will be allocated pro rata by the Company to each  registered  senior notes
     holder who consents to the proposed  amendments prior to the execution of a
     supplemental indenture adopting the proposed amendments.

     The Consent  Solicitation  will expire at 5:00 p.m.,  New York City time on
     May 23, 1997, unless extended by the Company.

5.   All direct and indirect  subsidiaries  of the Company  guarantee the senior
     notes. The separate  financial  statements of each guaranteeing  subsidiary
     (each, a "Guarantor  Subsidiary")  are not presented  because the Company's
     management has concluded that such financial statements are not material to
     investors.   The  guarantee  of  each  Guarantor  Subsidiary  is  full  and
     unconditional  and joint and several  and each  Guarantor  Subsidiary  is a
     wholly-owned subsidiary of the Company.

     Combined summarized operating results of the Guarantor  Subsidiaries are as
     follows:
<TABLE>
<CAPTION>
                                                                                           Twelve Weeks Ended
                                                                                         -----------------------
                                                                                         March 28,     March 22,
                                                                                           1997           1996 
                                                                                         ---------     ---------   
                                                                                               (in thousands)
<S>                                                                                      <C>          <C>
      Revenues......................................................................     $   5,116    $   2,926
      Operating profit before corporate expenses
        and interest................................................................         3,143        1,895
      Net income....................................................................         1,034          405
</TABLE>

     Combined summarized balance sheet information of the Guarantor Subsidiaries
     is as follows:
<TABLE>
<CAPTION>
                                                                                         March 28,    January 3,
                                                                                           1997         1997
                                                                                       -----------  -----------    
                                                                                            (in thousands)
<S>                                                                                    <C>          <C>
      Property and equipment, net....................................................  $    96,234  $    94,427
      Other assets...................................................................        7,735        6,853
                                                                                       -----------  -----------
        Total assets.................................................................  $   103,609  $   101,280
                                                                                       ===========  ===========
      Debt...........................................................................  $    60,465  $    60,465
      Other liabilities..............................................................       10,903        8,387
                                                                                       -----------  -----------
        Total liabilities............................................................       71,368       68,852
      Equity.........................................................................       32,241       32,428
                                                                                       -----------  -----------
        Total liabilities and equity.................................................  $   103,609  $   101,280
                                                                                       ===========  ===========
</TABLE>

                                      -7-
<PAGE>

               HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The operating  results and balance  sheet  information  include the  pushed-down
effect of that portion of the Company's  senior notes allocated to the Guarantor
Subsidiaries.

FORWARD-LOOKING STATEMENTS

Certain  matters  discussed  in this  Form 10-Q are  forward-looking  statements
within the meaning of the Private  Litigation Reform Act of 1995 and as such may
involve  known and unknown  risks,  uncertainties,  and other  factors which may
cause the actual  results,  performance  or  achievements  of the  Company to be
different  from any future  results,  performance or  achievements  expressed or
implied by such forward- looking  statements.  Although the Company believes the
expectations  reflected  in  such  forward-looking  statements  are  based  upon
reasonable  assumptions,  it can give no assurance that its expectations will be
attained.  These risks are detailed from time to time in the  Company's  filings
with  the  Securities  and  Exchange  Commission.   The  Company  undertakes  no
obligation   to  publicly   release  the  result  of  any   revisions  to  these
forward-looking  statements  that may be made to reflect  any  future  events or
circumstances.

RESULTS OF OPERATIONS

Revenues.  Revenues  represent house profit from the Company's hotel properties.
The  Company's  first  quarter  1997  revenues of $30 million  represented  a $7
million, or 31%, increase from the first quarter of 1996. The Company's revenues
were impacted by improved  lodging results and the addition of two  full-service
hotel properties in 1996.

The  Company's  hotels  reported  strong  growth in revenue per  available  room
("REVPAR") for comparable hotels.  REVPAR is a commonly used indicator of market
performance  for hotels which  represents  the  combination of the average daily
room rate  charged and the average  daily  occupancy  achieved.  REVPAR does not
include food and beverage or other ancillary revenues generated by the property.

Improved results were driven by strong increases in REVPAR of 16% for comparable
units for the quarter. Hotel sales increased $14 million, or 22%, to $80 million
for the  quarter,  reflecting  REVPAR  increases  for  comparable  units and the
addition  of two  full-service  properties  in 1996.  The  Company's  1997 first
quarter results were  substantially  impacted by the exclusion of the New Year's
holiday from the 1997 results due to the timing of the Company's fiscal year end
and the milder winter weather in 1997. On a comparable basis, average room rates
increased 12%, while average occupancy increased  approximately three percentage
points reflecting the completion of the conversion of several  properties to the
Marriott brand.  Results for the quarter were further enhanced by an approximate
four  percentage  point  increase  in the house  profit  margin  for  comparable
properties.  Management believes REVPAR will continue to grow in the near future
through steady  increases in average room rates,  combined with less significant
increases in occupancy  rates.  However,  there can be no assurance  that REVPAR
will continue to grow in the future.

Operating  Costs  and  Expenses.   Operating  costs  and  expenses   consist  of
depreciation and  amortization,  management fees,  property taxes,  ground rent,
insurance and certain other costs.  The Company's  operating  costs and expenses
for the first  quarter of 1997  increased  $4.4 million to $14.3  million.  As a
percentage of revenues,  operating costs and expenses represented 48% and 44% of
revenues for the first quarter of 1997 and 1996, respectively.

Operating Profit. As a result of the changes in revenues and operating costs and
expenses  discussed  above,  the Company's  operating profit increased nearly $3
million to $15 million,  or 52% of revenues,  in the first  quarter of 1997 from
$13 million,  or 56% of revenues,  in the first quarter of 1996. Several hotels,
including the San Francisco Airport Marriott,  the Westfields Conference Resort,
the Denver Marriott Tech Center,  the Charlotte  Marriott Executive Park and the
Napa Valley Marriott posted particularly  significant  improvements in operating
profit for the quarter, which were partially offset by a decrease in the results
for the Atlanta Marriott Northwest due to higher activity in 1996 related to the
Summer Olympics.

                                      -8-
<PAGE>
               HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


Corporate  Expenses.  Corporate expenses decreased $.3 million to $.8 million in
the first  quarter  of 1997  primarily  due to higher  average  assets  for Host
Marriott  during the quarter,  which resulted in a decrease in the allocation of
corporate  expenses to the  Company.  As a  percentage  of  revenues,  corporate
expenses  were 3% of revenues  for the first  quarter of 1997 and 5% of revenues
for the first quarter of 1996.

Interest  Expense.  Interest expense  remained  unchanged at $7.5 million in the
first quarter of 1997.

Interest  Income.  Interest income  decreased $.7 million to $.5 million for the
1997 first  quarter  primarily  due to the use of  available  proceeds  from the
December 1995 debt offering for the  acquisition  of two full- service hotels in
1996.

Net Income.  The Company's  net income for the first  quarter of 1997  increased
$1.5 million to $4.5 million,  or 15% of revenues,  principally  due to improved
lodging results discussed above.


LIQUIDITY AND CAPITAL RESOURCES

The Company  reported an increase in cash and cash  equivalents of $9 million in
the twelve weeks ended March 28, 1997  compared to a decrease of $42 million for
the twelve weeks ended March 22, 1996. Cash provided by operations  increased $7
million to $21  million  for 1997  primarily  due to  improved  hotel  operating
results.

Cash used in  investing  activities  was $5 million  for the twelve  weeks ended
March 28, 1997  compared  to $56  million  for the twelve  weeks ended March 22,
1996. The first quarter 1997 results primarily  reflect capital  expenditures of
$4  million  for  the   renovation  of  certain   properties  and  renewals  and
replacements on other properties.

Cash used in  financing  activities  was $6.5 million for the twelve weeks ended
March 28, 1997 compared to $.6 million for the twelve weeks ended March 22, 1996
reflecting  a dividend to Host  Marriott  as  permitted  under the senior  notes
indenture.

                                      -9-
<PAGE>

               HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

EBITDA

The  Company's   consolidated   Earnings   Before   Interest   Expense,   Taxes,
Depreciation,  Amortization  and other non-cash items  ("EBITDA"),  increased $5
million,  or 27%, to $22 million for the first  quarter of 1997. On a comparable
basis,  hotel  EBITDA  increased  26% on a REVPAR  increase of 16%.  The Company
believes  that  EBITDA  is a  meaningful  measure  of  the  Company's  operating
performance due to the significance of the Company's  long-lived assets (and the
related  depreciation  thereon)  and  because  EBITDA can be used to measure the
Company's  ability to service  debt,  fund capital  expenditures  and expand its
business  and is  used  in the  senior  note  indenture  as  part  of the  tests
determining the Company's  ability to incur debt and to make certain  restricted
payments.  EBITDA  information should not be considered as an alternative to net
income,  operating  profit,  cash from  operations,  or any other  operating  or
liquidity  performance  measure  prescribed  by  generally  accepted  accounting
principles.

The following is a reconciliation of EBITDA to net income:

<TABLE>
<CAPTION>
                                                                                          Twelve Weeks Ended
                                                                                     --------------------------  
                                                                                         March 28,    March 22,
                                                                                           1997         1996 
                                                                                     -------------   ----------
                                                                                             (in thousands)
<S>                                                                                  <C>             <C>
EBITDA    .........................................................................  $    21,691     $  17,094
Interest expense...................................................................       (7,466)       (7,531)
Depreciation and amortization......................................................       (6,395)       (4,205)
Income taxes.......................................................................       (3,000)       (2,151)
Other non-cash charges, net........................................................         (363)         (284)
                                                                                     -----------     --------- 
      Net income...................................................................  $     4,467     $   2,923
                                                                                     ===========     =========
</TABLE>

The  Company  interest  coverage,  defined as EBITDA  divided  by cash  interest
expense, for the quarter improved to 3.0 times from 2.3 times for the 1996 first
quarter and 2.4 times for full year 1996. The ratio of earnings to fixed charges
was 1.9 to 1.0 and 1.6 to 1.0 for the  twelve  weeks  ended  March 28,  1997 and
March 22, 1996, respectively, and 1.6 to 1.0 for fiscal year 1996.

                                     - 10 -
<PAGE>


                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

The  Company  is from time to time the  subject  of, or  involved  in,  judicial
proceedings.  Management believes that any liability or loss resulting from such
matters will not have a material  adverse  effect on the  financial  position or
results of operations of the Company.


Item 4.   Submission of Matters to a Vote of Security Holders

    None.


Item 5.   Other Information

    None.


Item 6.   Exhibits and Reports on Form 8-K

    a.    Exhibits:

          None.

    b.    Reports on Form 8-K:

          None.

                                     - 11 -
<PAGE>

                                    SIGNATURE



Pursuant  to the  requirements  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.


                                        HMC ACQUISITION PROPERTIES, INC.


May 9, 1997                             /s/  DONALD D. OLINGER
-----------                             ---------------------------------       
  Date                                  Donald D. Olinger
                                        Vice President and Corporate Controller


 

                                     - 12 -