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

Mar 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-03-12

Reporting Person: MARRIOTT J W JR (Director, Chairman & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-12	Class A Common Stock	M	133517.0000	$15.5184	Acquired	1659701.0000	Direct
2012-03-12	Class A Common Stock	S	133517.0000	$37.5000	Disposed	1526184.0000	Direct
2012-03-13	Class A Common Stock	M	4085.0000	$15.5184	Acquired	1530269.0000	Direct
2012-03-13	Class A Common Stock	S	4085.0000	$37.9200	Disposed	1526184.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-12	Stock Option (Right to buy)	$15.5184	M	133517.0000	Disposed	2012-11-06	Class A Common Stock (133517.0000)	Direct
2012-03-13	Stock Option (Right to buy)	$15.5184	M	4085.0000	Disposed	2012-11-06	Class A Common Stock (4085.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	308548.0000	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	356119.0000	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	558274.0000	Indirect
Class A Common Stock	795822.0000	Indirect

Footnotes

F1: Represents the weighted average sale price. The highest price at which shares were sold was $37.59 and the lowest price at which shares were sold was $37.50.

F2: Represents the weighted average sale price. The highest price at which shares were sold was $37.93 and the lowest price at which shares were sold was $37.92.

F3: The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F4: The stock options vest and become exercisable in four equal installments of the 11/6/1997 grant date.