COLLEGE PARK, Md. — Host Marriott Corp. will buy 38 hotels from Starwood Hotels and Resorts Worldwide Inc. for roughly $3.4 billion in a deal that Starwood hopes will free it to build its luxury brands and that boosts Host's upscale and overseas hotel and resort holdings.

The deal announced yesterday does not involve any Starwood properties in Hawai'i. Bethesda-based Host will give Starwood shareholders $2.33 billion of Host stock and pay $1.06 billion in cash. Host will also take on $700 million of debt as part of the deal.

Starwood, headquartered in White Plains, N.Y., owns and operates brand names including Sheraton, Westin, St. Regis and W hotels. The company is moving toward a model of operating its properties, rather than owning them, an approach adopted by competitors such as Marriott International Inc.

"This is a major step in Starwood's evolution as a company to become more of a fee-based, brand centric company," said William Crow, a lodging analyst with Raymond Jones & Associates.

Starwood shares rose 76 cents, or 1.3 percent, to close at $60.02 yesterday on the New York Stock Exchange. Host's shares fell 79 cents, or 4.5 percent, to close at $16.65 on the NYSE.

The sale to Host accounts for about 40 percent of the rooms Starwood owns, but Starwood will continue to manage most of the properties that Host is buying for the next 40 years. Host will pay Starwood management fees, an arrangement that is usually more profitable for lodging companies than owning their own hotels, Crow said.

Company CEO Steven J. Heyer said shedding the real estate would allow Starwood to focus on selling its brands to customers that include younger guests and people seeking upscale amenities.

For Host, a real estate investment trust that split off from Marriott International in the 1990s, the purchase makes it the largest lodging company in the country and the sixth-largest public real estate investment trust with an enterprise value of about $16 billion.

"It was already the 100 pound gorilla in the space, now it is the 1,000 pound gorilla," Crow said of Host's growth.

It also broadens the brand names Host owns. Currently, 70 percent of Host's properties are Marriott brands. After the deal closes, which is expected in the first quarter of 2006, Marriott properties will represent only about 50 percent of Host's holdings. It will also give the company a total of 145 upscale and luxury hotels under 17 brands and in nine countries.

As a result of the greater diversity of brands, the company will change its name, dropping the "Marriott" to become Host Hotels and Resorts.

"We will have a little different look," said Christopher J. Nassetta, Host's CEO.

The 38 hotels encompass about 19,000 rooms in the United States and abroad. It includes Starwood properties in New York City, California, Canada, the United Kingdom and Chile. Two resorts in Fiji are also included.