Edgar Filing: MARRIOTT INTERNATIONAL INC /MD/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MARRIOTT J W JR

2. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [MAR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & CEO

(Last)

(First)

(Middle)

10400 FERNWOOD ROAD

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2007

(Street)

BETHESDA, MD 20817

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/15/2007		M		98,686	A	$ 3.66	5,217,435	D
Class A Common Stock	03/15/2007		S		98,686	D	$ 48.03 ⁽¹⁾	5,118,749	D
Class A Common Stock								265,756	I	Beneficiary ⁽²⁾
Class A Common Stock								13,200,000	I	By Ltd Partnership - TPV ⁽²⁾
Class A Common Stock								10,827,960	I	By-Corp ⁽²⁾
Class A Common Stock								320,000	I	GP/Partnership ⁽²⁾
Class A Common Stock								2,412,568	I	Sp Trustee 1 ⁽²⁾
Class A Common Stock								15,404	I	Sp Trustee 2 ⁽²⁾
Class A Common Stock								16,504	I	Sp Trustee 3 ⁽²⁾
Class A Common Stock								16,504	I	Sp Trustee 4 ⁽²⁾
Class A Common Stock								19,468	I	Sp Trustee 5 ⁽²⁾
Class A Common Stock								19,468	I	Sp Trustee 6 ⁽²⁾
Class A Common Stock								10,108	I	Sp Trustee 7 ⁽²⁾
Class A Common Stock								279,470	I	Spouse ⁽²⁾
Class A Common Stock								770,960	I	Trustee 1 ⁽²⁾
Class A Common Stock								6,060,764	I	Trustee 19 ⁽²⁾
Class A Common Stock								785,000	I	Trustee 2 ⁽²⁾
Class A Common Stock								588,766	I	Trustee 3 ⁽²⁾
Class A Common Stock								786,960	I	Trustee 4 ⁽²⁾
Class A Common Stock								798,940	I	Trustee 5 ⁽²⁾
Class A Common Stock								695,639	I	Trustee 6 ⁽²⁾
Class A Common Stock								732,274	I	Trustee 7 ⁽²⁾
Class A Common Stock								787,220	I	Trustee 8 ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Employee Stock Option (Right to buy)

$ 3.66

03/15/2007

98,686

⁽³⁾

10/20/2007

Class A Common Stock

98,686

$ 0

152,300

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARRIOTT J W JR 10400 FERNWOOD ROAD BETHESDA, MD 20817	X	X	Chairman & CEO

Signatures

By: Ward R. Cooper, Attorney-In-Fact		03/16/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the weighted average sale price. The highest price at which shares were sold was $48.15 and the lowest price at which shares were sold was $48.00.
(2)	The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(3)	The options vested in four equal annual installments on each of the first four anniversaries of the 10/20/1992 grant date.

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