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: Harrison Deborah Marriott (Member of 13(d) group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Class A Common - Restricted Stock Units	A	2888.0000	$0.0000	Acquired	7219.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	Stock Appreciation Rights	$34.6700	A	30716.0000	Acquired		Class A Common Stock (30716.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common - Restricted Stock Units	4899.0000	Indirect

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 Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

F3: Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the February 21, 2012 grant date.