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

Dec 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2012-12-13

Reporting Person: MARRIOTT RICHARD E (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-14	Class A Common Stock	S	140000.0000	$36.0200	Disposed	1243097.0000	Indirect
2012-12-13	Class A Common Stock	S	25000.0000	$35.7000	Disposed	555915.0000	Indirect
2012-12-14	Class A Common Stock	S	25000.0000	$35.9200	Disposed	530915.0000	Indirect
2012-12-14	Class A Common Stock	S	33780.0000	$36.1500	Disposed	243494.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	18313407.0000	Direct
Class A Common Stock	3382692.0000	Indirect
Class A Common Stock	281787.0000	Indirect
Class A Common Stock	496960.0000	Indirect
Class A Common Stock	17000.0000	Indirect
Class A Common Stock	5154896.0000	Indirect
Class A Common Stock	669073.0000	Indirect
Class A Common Stock	194119.0000	Indirect
Class A Common Stock	495559.0000	Indirect
Class A Common Stock	758940.0000	Indirect
Class A Common Stock	725822.0000	Indirect

Footnotes

F1: Represents the weighted average sale price. The highest price at which shares were sold was $36.33 and the lowest price at which shares were sold was $35.47.

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

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 $35.67.

F4: Represents the weighted average sale price. The highest price at which shares were sold was $35.94 and the lowest price at which shares were sold was $35.92.

F5: Represents the weighted average sale price. The highest price at which shares were sold was $36.32 and the lowest price at which shares were sold was $36.00.