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

Jul 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-07-23

Reporting Person: Grissen David (Pres. Americas Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-23	Class A Common Stock	M	7410.0000	$14.3900	Acquired	56861.0000	Direct
2012-07-23	Class A Common Stock	M	7159.0000	$14.6200	Acquired	64020.0000	Direct
2012-07-23	Class A Common Stock	S	7159.0000	$35.6700	Disposed	56861.0000	Direct
2012-07-23	Class A Common Stock	S	7410.0000	$35.6300	Disposed	49451.0000	Direct
2012-07-23	Class A Common Stock	S	21200.0000	$35.6500	Disposed	28251.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-23	Stock Option (Right to buy)	$14.6200	M	7159.0000	Disposed	2012-11-06	Class A Common Stock (7159.0000)	Direct
2012-07-23	Stock Option (Right to buy)	$14.3900	M	7410.0000	Disposed	2012-11-06	Class A Common Stock (7410.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1747.0000	Indirect

Footnotes

F1: Represents the weighted average sale price. The highest price at which shares were sold was $35.72 and the lowest price at which shares were sold was $35.63.

F2: Represents the weighted average sale price. The highest price at which shares were sold was $35.65 and the lowest price at which shares were sold was $35.63.

F3: Represents the weighted average sale price. The highest price at which shares were sold was $35.74 and the lowest price at which shares were sold was $35.62.

F4: 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.