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

Feb 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-02-23

Reporting Person: Marriott Stephen G (13D Group Owning more than 10%)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Class A Common Stock	M	20100.0000	$15.1050	Acquired	780008.0000	Direct
2012-02-23	Class A Common Stock	M	14880.0000	$14.1100	Acquired	794888.0000	Direct
2012-02-23	Class A Common Stock	M	4624.0000	$15.5200	Acquired	799512.0000	Direct
2012-02-23	Class A Common Stock	M	4624.0000	$15.2700	Acquired	804136.0000	Direct
2012-02-23	Class A Common Stock	S	4624.0000	$34.2500	Disposed	799512.0000	Direct
2012-02-23	Class A Common Stock	S	4624.0000	$34.2500	Disposed	794888.0000	Direct
2012-02-23	Class A Common Stock	S	14880.0000	$34.2300	Disposed	780008.0000	Direct
2012-02-23	Class A Common Stock	S	20100.0000	$34.1900	Disposed	759908.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	Stock Option (Right to buy)	$15.1050	M	20100.0000	Disposed	2013-02-06	Class A Common Stock (20100.0000)	Direct
2012-02-23	Stock Option (Right to buy)	$14.1100	M	14880.0000	Disposed	2013-05-11	Class A Common Stock (14880.0000)	Direct
2012-02-23	Stock Option (Right to buy)	$15.5200	M	4624.0000	Disposed	2012-11-06	Class A Common Stock (4624.0000)	Direct
2012-02-23	Stock Option (Right to buy)	$15.2700	M	4624.0000	Disposed	2012-11-06	Class A Common Stock (4624.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	795822.0000	Indirect
Class A Common Stock	558254.0000	Indirect
Class A Common Stock	10710082.0000	Indirect
Class A Common Stock	44702.0000	Indirect
Class A Common Stock	9076188.0000	Indirect
Class A Common Stock	290000.0000	Indirect
Class A Common Stock	13220.0000	Indirect
Class A Common Stock	16682.0000	Indirect
Class A Common Stock	16682.0000	Indirect
Class A Common Stock	80675.0000	Indirect
Class A Common Stock	76266.0000	Indirect
Class A Common Stock	66847.0000	Indirect
Class A Common Stock	2445.0000	Indirect
Class A Common Stock	2445.0000	Indirect
Class A Common Stock	2445.0000	Indirect
Class A Common Stock	850.0000	Indirect

Footnotes

F1: Represents the weighted average sale price. The highest price at which shares were sold was $34.24 and the lowest price at which shares were sold was $34.22.

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

F3: The stock options vest and become exercisable in four equal installments of the 2/6/2003 grant date.

F4: The stock options vest and become exercisable in four equal installments of the 11/5/1998 grant date.