MARRIOTT INTERNATIONAL INC /MD/ — Director's Dealing 2012

Jan 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-01-24

Reporting Person: SORENSON ARNE M (Director, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	Class A Common Stock	M	84842.0000	$18.8400	Acquired	402294.0000	Direct
2012-01-24	Class A Common Stock	S	84842.0000	$35.0000	Disposed	317452.0000	Direct
2012-01-25	Class A Common Stock	M	135158.0000	$18.8400	Acquired	452610.0000	Direct
2012-01-25	Class A Common Stock	S	135158.0000	$35.0000	Disposed	317452.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-24	Stock Option (Right to buy)	$18.8400	M	84842.0000	Disposed	2012-02-19	Class A Common Stock (84842.0000)	Direct
2012-01-25	Stock Option (Right to buy)	$18.8400	M	135158.0000	Disposed	2012-02-19	Class A Common Stock (135158.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10672.0000	Indirect

Footnotes

F1: Shares sold pursuant to a Rule 10b5-1 Plan executed on 12/29/2011 to dispose of stock options expiring in February 2012.

F2: Grant to Reporting Person of non-qualified options to buy shares of Class A Common Stock exercisable in installments of 25% on each anniversary of 02/19/2002 grant date.