MARRIOTT INTERNATIONAL INC /MD/ — Director's Dealing 2011

Feb 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2011-02-17

Reporting Person: SORENSON ARNE M (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-17	Class A Common - Restricted Stock Units	A	48972.0000	$0.0000	Acquired	174603.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-17	Stock Appreciation Rights	$40.8400	A	126824.0000	Acquired	2022-02-17	Class A Common Stock (126824.0000)	Direct

Footnotes

F1: The Restricted Stock Units vest in four equal installments beginning on February 15, 2011 and thereafter on the anniversary of that date.

F2: Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 17, 2011 grant date.