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

Jul 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-07-20

Reporting Person: MARRIOTT RICHARD E (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-20	Class A Common Stock	S	70000.0000	$37.0200	Disposed	286119.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	18516426.0000	Direct
Class A Common Stock	3382692.0000	Indirect
Class A Common Stock	281071.0000	Indirect
Class A Common Stock	1456247.0000	Indirect
Class A Common Stock	496960.0000	Indirect
Class A Common Stock	17000.0000	Indirect
Class A Common Stock	5154896.0000	Indirect
Class A Common Stock	742223.0000	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: Represents the weighted average sale price. The highest price at which shares were sold was $37.40 and the lowest price at which shares were sold was $36.80.

F2: The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.