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 JOHN W III
  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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman of the Board
(Last)
(First)
(Middle)
10400 FERNWOOD ROAD
3. Date of Earliest Transaction (Month/Day/Year)
09/07/2006
(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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/07/2006   M   55,000 A $ 22.87 874,434 D  
Class A Common Stock 09/07/2006   S   55,000 D $ 36.75 (1) 819,434 D  
Class A Common Stock 09/07/2006   S   40,867 D $ 36.57 (2) 778,567 D  
Class A Common Stock 09/07/2006   M   75,000 A $ 15.91 853,567 D  
Class A Common Stock 09/07/2006   S   75,000 D $ 37.48 (3) 778,567 D  
Class A Common Stock 09/07/2006   M   90,450 A $ 15.11 869,017 D  
Class A Common Stock 09/07/2006   S   90,450 D $ 36.57 (4) 778,567 D  
Class A Common Stock 09/07/2006   M   34,600 A $ 22.81 813,167 D  
Class A Common Stock 09/07/2006   S   34,600 D $ 36.61 (5) 778,567 D  
Class A Common Stock               658,720 I (6) Beneficiary 1
Class A Common Stock               770,960 I (6) Beneficiary 2
Class A Common Stock               10,827,960 I (6) By Corporation
Class A Common Stock               13,200,000 I By Ltd Partnership - TPV
Class A Common Stock               320,000 I (6) LP Partnership
Class A Common Stock               19,468 I (6) Sp Trustee 1
Class A Common Stock               19,468 I (6) Sp Trustee 2
Class A Common Stock               10,108 I (6) Sp Trustee 3
Class A Common Stock               31,210 I (6) Spouse
Class A Common Stock               54,286 I (6) Trustee 1
Class A Common Stock               44,822 I (6) Trustee 2
Class A Common Stock               32,646 I (6) Trustee 3

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Employee Stock Option (Right to buy) $ 22.87 09/07/2006   M     55,000   (7) 02/01/2011 Class A Common Stock 55,000 $ 0 0 D  
Class A Employee Stock Option (Right to buy) $ 15.91 09/07/2006   M     75,000   (8) 11/01/2011 Class A Common Stock 75,000 $ 0 0 D  
Class A Employee Stock Option (Right to buy) $ 15.11 09/07/2006   M     90,450   (9) 02/06/2013 Class A Common Stock 90,450 $ 0 30,150 D  
Class A Employee Stock Option (Right to buy) $ 22.81 09/07/2006   M     34,600   (10) 02/05/2014 Class A Common Stock 34,600 $ 0 34,600 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARRIOTT JOHN W III
10400 FERNWOOD ROAD
BETHESDA, MD 20817
  X     Vice Chairman of the Board  

Signatures

 By: Ward R. Cooper, Attorney-In-Fact   09/08/2006
**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 $36.97 and the lowest price at which shares were sold was $36.57.
(2) Represents the weighted average sale price. The highest price at which shares were sold was $37.01 and the lowest price at which shares were sold was $36.30.
(3) Represents the weighted average sale price. The highest price at which shares were sold was $36.55 and the lowest price at which shares were sold was $36.37.
(4) Represents the weighted average sale price. The highest price at which shares were sold was $36.70 and the lowest price at which shares were sold was $36.29.
(5) Represents the weighted average sale price. The highest price at which shares were sold was $36.65 and the lowest price at which shares were sold was $36.61.
(6) The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(7) The options vest in four equal installments on each of the four anniversaries of the February 1, 2001 grant date.
(8) The options vest in four equal installments on each of the first four anniversaries of the November 1, 2001 grant date.
(9) The options vest in four equal installments on each of the first four anniversaries of the February 6, 2003 grant date.
(10) The options vest in four equal installments on each of the first four anniversaries of the February 5, 2004 grant date.

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