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

Feb 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-02-21

Reporting Person: Rodriguez David A (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Class A Common - Restricted Stock Units	A	28844.0000	$0.0000	Acquired	64293.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	Stock Appreciation Rights	$34.6700	A	35972.0000	Acquired		Class A Common Stock (35972.0000)	Direct

Footnotes

F1: The Restricted Stock Units vest in four equal installments beginning on February 15, 2013 and thereafter on the anniversary of that date.

F2: The Stock Appreciation Rights, settled in Class A Common Stock will vest 100% in three years.