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

May 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-05-07

Reporting Person: MUNOZ GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-07	Class A Common Stock-Dir. Def. Stock Comp Plan-1	A	2808.0000	$0.0000	Acquired	37188.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-07	Stock Appreciation Rights	$39.1800	A	5215.0000	Acquired		Class A Common Stock (5215.0000)	Direct

Footnotes

F1: Each non-employee director receives an annual director stock award under the 2002 Comprehensive Stock and Cash Incentive Plan. The award is generally the number of shares having an aggregate market value as of the date of grant of approximately the amount of the annual director's retainer fee.

F2: The Stock Appreciation Rights, settled in Class A Common Stock and will vest 100% and will be exercisable after 1 year.

F3: This SAR will expire on 5/7/2022.