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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Grissen David 		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
__ X __ Officer (give title below)      _____ Other (specify below)
Group President
(Last)          (First)          (Middle)

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

2/21/2017
(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 - Restricted Stock Units   2/21/2017     A    9684.0000   A $0.0000   (1) 21153.0000   D    
Class A Common Stock   2/21/2017     A    10919.0000   (2) A $0.0000   64915.0000   D    
Class A Common Stock   2/21/2017     S    17125.0000   D $88.1100   (3) 47790.0000   D    
Class A Common Stock                  1834.0000   I   By 401(k)  

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
Stock Appreciation Rights   $88.3100   2/21/2017     A      28341.0000         (4) 2/21/2027   Class A Common Stock   28341.0000   $0.0000   28341.0000   D    
Stock Appreciation Rights   $25.8800   2/21/2017     D         28912.0000      (5) 8/7/2018   Class A Common Stock   28912.0000   $0.0000   0.0000   D    

Explanation of Responses:
( 1)  The Restricted Stock Units vest in three equal installments beginning on February 21, 2018 and thereafter on the anniversary of that date
( 2)  Shares acquired pursuant to exercise of Stock Appreciation Rights.
( 3)  Represents the weighted average sale price. The highest price at which shares were sold was $88.29 and the lowest price at which shares were sold was $88.07.
( 4)  Stock Appreciation Rights settle in Class A Common Stock and vest in three equal installments beginning on February 21, 2018 and thereafter on the anniversary of that date.
( 5)  The Stock Appreciation Rights, settled in Class A Common Stock and vesting in four equal installments beginning on the first anniversary of the August 7, 2008 grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Grissen David
10400 FERNWOOD ROAD
BETHESDA, MD 20817

Group President

Signatures
Bancroft S. Gordon, Attorney-In-Fact 2/23/2017
** 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.
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