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

Jul 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-07-24

Reporting Person: MARRIOTT J W JR (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-24	Class A Common Stock	M	137600.0000	$15.2685	Acquired	1663784.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-24	Stock Option (Right to buy)	$15.2685	M	137600.0000	Disposed	2012-11-06	Class A Common Stock (137600.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	309154.0000	Indirect
Class A Common Stock	17000.0000	Indirect
Class A Common Stock	9076188.0000	Indirect
Class A Common Stock	10710082.0000	Indirect
Class A Common Stock	320000.0000	Indirect
Class A Common Stock	2243568.0000	Indirect
Class A Common Stock	13220.0000	Indirect
Class A Common Stock	16504.0000	Indirect
Class A Common Stock	16504.0000	Indirect
Class A Common Stock	19468.0000	Indirect
Class A Common Stock	19468.0000	Indirect
Class A Common Stock	10108.0000	Indirect
Class A Common Stock	279470.0000	Indirect
Class A Common Stock	2047620.0000	Indirect
Class A Common Stock	832542.0000	Indirect
Class A Common Stock	496960.0000	Indirect
Class A Common Stock	5154896.0000	Indirect
Class A Common Stock	742223.0000	Indirect
Class A Common Stock	286119.0000	Indirect
Class A Common Stock	495559.0000	Indirect
Class A Common Stock	798940.0000	Indirect
Class A Common Stock	580915.0000	Indirect
Class A Common Stock	477274.0000	Indirect
Class A Common Stock	725822.0000	Indirect

Footnotes

F1: The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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 11/6/1997.