SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Harrison Deborah Marriott

(Last) (First) (Middle)
10400 FERNWOOD ROAD

(Street)
BETHESDA MD 20817

(City) (State) (Zip)
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)
Member of 13(d) group
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2006
4. If Amendment, Date of 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
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 09/21/2006 M 6,826 A $2.99 90,604(1) I By Spouse(1)
Class A Common Stock 630,750(2) D
Class A Common Stock 798,940(3) I By 1965 Trusts
Class A Common Stock 688,340(4) I By 1974 Trust
Class A Common Stock 13,200,000(6) I By Thomas Point Ventures, L.P.
Class A Common Stock 10,827,960(5) I By JWM Family Enterprises, L.P.
Class A Common Stock 40 I By Minor Child
Class A Common Stock 9,600 I Trustee 1 of Trust f/b/o her child
Class A Common Stock 8,406 I Trustee 2 of Trust f/b/o her child
Class A Common Stock 2,430 I Trustee 3 of Trust f/b/o her child
Class A Common Stock 13,310 I Trustee 4 of Trust f/b/o her child
Class A Common Stock 76,116 I Trustee 5 of Trust f/b/o her child
Class A Common Stock 72,942 I Trustee 6 of Trust f/b/o her child
Class A Common Stock 56,622 I Trustee 7 of Trust f/b/o her child
Class A Common Stock 54,312 I Trustee 8 of Trust f/b/o her child
Class A Common Stock 47,536 I Trustee 9 of Trust f/b/o her child
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 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: 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
Employee Stock Option $2.99 09/21/2006 M 6,826 10/03/1995 10/03/2006 Class A Common Stock 6,826 $0 0.00 I By Spouse(1)
Explanation of Responses:
1. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
2. Includes 12,620 shares owned jointly with her husband Ronald T. Harrison.
3. Shares held in two 1965 Trusts for the benefit of Deborah Marriott Harrison. J.Willard Marriott, Jr.,Deborah Marriott Harrison's father, and Richard E. Marriott, Deborah Marriott Harrison's uncle, are trustees.
4. Shares held in a 1974 trust for the benefit of Deborah Marriott Harrison. Donna Rae Garff Marriott, Deborah Marriott Harrison's mother, and an unrelated person are trustees.
5. Shares held by JWM Family Enterprises, L.P. (JWMFE, LP). JWM Family Enterprises, Inc. is the general partner of JWMFE, LP. Deborah Marriott Harrison directly and indirectly owns 24.99% of the outstanding stock of JWM Family Enterprises, Inc. The reporting person disclaims beneficial ownership of the shares held by JWMFE, LP except to the extent of her pecuniary interest therein.
6. Shares held by Thomas Point Ventures, L.P. (TPV). JWMFE, LP is the general partner of TPV. JWM Family Enterprises, Inc. is the general partner of JWMFE, LP. Deborah Marriott Harrison directly and indirectly owns 24.99% of the outstanding stock of JWM Family Enterprises, Inc. The reporting person disclaims beneficial ownership of the shares held by TPV except to the extent of her pecuniary interest therein.
Remarks:
By: Ward R. Cooper, Attorney-In-Fact 09/22/2006
** 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 Number.
                                                                      EXHIBIT 24




                                POWER OF ATTORNEY

         Know all men by these presents, that the undersigned hereby constitutes
and appoints each of Terri L. Turner and her successor as Secretary of Marriott
International, Inc. (the "Company"), Joseph Ryan and his successor as the
Company's General Counsel, Edward A. Ryan and his successor as the Company's
Associate General Counsel for Corporate Transactions, and Ward R. Cooper and his
successor as the Company's Assistant General Counsel for Corporate Governance
the undersigned's true and lawful attorney-in-fact to:

                  (1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer of Marriott International, Inc. (the
"Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

                  (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to execute any such Form 3, 4 or
5 and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

                  (3) take any and all other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact, acting
individually, full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company's Secretary.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 8th day of May, 2006.


                                     Signature:  /s/  Deborah Marriott Harrison
                                     Printed name:  Deborah Marriott Harrison