MARRIOTT INTERNATIONAL INC /MD/ — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARRIOTT INTERNATIONAL INC /MD/ (MAR)
CIK: 0001048286
Period of Report: 2014-02-24

Reporting Person: McPherson Amy (Pres Mgn Dir European Ldg)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Class A Common - Restricted Stock Units	A	6888.0000	$0.0000	Acquired	31448.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	Stock Option (Right to buy)	$53.2500	A	21711.0000	Acquired	2024-02-24	Class A Common Stock (21711.0000)	Direct

Footnotes

F1: The Restricted Stock Units vest in three equal installments beginning February 15, 2015 and thereafter on the anniversary of that date.

F2: The options vest in three equal installments beginning on February 24, 2015 and thereafter on the anniversary of that date.