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

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MARRIOTT JOHN W III (Director, 13D Group Owning more than 10%)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-03	Class A Common Stock	G	716.0000	$0.0000	Acquired	780636.0000	Direct
2012-12-20	Class A Common Stock	G	60000.0000	$0.0000	Disposed	720636.0000	Direct
2012-12-20	Class A Common Stock	G	20000.0000	$0.0000	Acquired	20000.0000	Indirect
2012-12-20	Class A Common Stock	G	20000.0000	$0.0000	Acquired	20000.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	11502.0000	Indirect
Class A Common Stock	339720.0000	Indirect
Class A Common Stock	496960.0000	Indirect
Class A Common Stock	10710082.0000	Indirect
Class A Common Stock	9076188.0000	Indirect
Class A Common Stock	320000.0000	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	290000.0000	Indirect
Class A Common Stock	31210.0000	Indirect
Class A Common Stock	69478.0000	Indirect
Class A Common Stock	59911.0000	Indirect
Class A Common Stock	47602.0000	Indirect

Footnotes

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

F2: Represents shares held by JWM Family Enterprises, L.P. JWM Family Enterprises, Inc. is the sole general partner of JWM Family Enterprises, L.P. J.W. Marriott, Jr., John W. Marriott, III, Deborah Marriott Harrison, Stephen Garff Marriott and David Sheets Marriott are each shareholders of JWM Family Enterprises, Inc.