Statement of Changes of Beneficial Ownership

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Marriott Stephen G 		2. Issuer Name and Ticker or Trading Symbol

MARRIOTT INTERNATIONAL INC /MD/ [ MAR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
13D Group Owning more than 10%
(Last)          (First)          (Middle)

10400 FERNWOOD ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/27/2009
(Street)

BETHESDA, MD 20817
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock   4/27/2009     S    100000   D $21.15   (1) 997424   D    
Class A Common Stock                  3081   I   401(k) account  
Class A Common Stock                  787220   I   By 1965 Trusts  
Class A Common Stock                  552220   I   By 1974 Trust  
Class A Common Stock                  10827960   I   By JWM Family Enterprises, L.P.   (2)
Class A Common Stock                  43230   I   By Spouse   (2)
Class A Common Stock                  11700000   I   By Thomas Point Ventures, L.P.   (2)
Class A Common Stock                  15404   I   Sp Trustee 1 for Trust f/b/o his child   (2)
Class A Common Stock                  16504   I   Sp Trustee 2 for Trust f/b/o his child   (2)
Class A Common Stock                  16504   I   Sp Trustee 3 for Trust f/b/o his child   (2)
Class A Common Stock                  82047   I   Trustee 1 of Trust f/b/o his child   (2)
Class A Common Stock                  70267   I   Trustee 2 of Trust f/b/o his child   (2)
Class A Common Stock                  60951   I   Trustee 3 of Trust f/b/o his child   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents the weighted average sale price. The highest price at which shares were sold was $21.28 and the lowest price at which shares were sold was $21.01.
( 2)  The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Marriott Stephen G
10400 FERNWOOD ROAD
BETHESDA, MD 20817


13D Group Owning more than 10%

Signatures
Bancroft S. Gordon, Attorney-In-Fact 4/29/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.