SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Brown William P

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

(Street)
BETHESDA MD 20817

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/02/2019
3. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres. & Managing Dir., Europe
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common - Restricted Stock Units 13,248(1) D
Class A Common Stock 14,000 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights (2) 02/21/2027 Class A Common Stock 9,945 88.31 D
Stock Appreciation Rights (3) 02/20/2028 Class A Common Stock 6,321 139.54 D
Explanation of Responses:
1. The RSU's are a total of units granted on various grant dates. 1,966 RSU's were granted on 2/23/2015 with a vesting schedule of four equal installments on 2/15/2016, 2/15/2017, 2/15/2018 and 2/15/2019 (or the first business day thereafter). 1,629 RSU's were granted on 11/3/2015 with a vesting schedule of four equal installments on 11/15/2016, 11/15/2017, 11/15/2018 and 11/15/2019 (or the first business day thereafter). 5,236 RSU's were granted on 2/22/2016 with a vesting schedule of four equal installments on 2/22/2016, 2/15/2017, 2/15/2018, 2/15/2019 and 2/15/2020 (or the first business day thereafter). 2,266 RSU's were granted on 2/21/2017 with a vesting schedule of three equal installments on 2/15/2018, 2/15/2019 and 2/15/2020 (or the first business day thereafter). 2,151 RSU's were granted on 2/20/2018 with a vesting schedule of three equal installments on 2/15/2019, 2/15/2010 and 2/15/2021 (or the first business day thereafter).
2. The Stock Appreciation Rights were granted on 2/21/2017 and vest annually in three equal installments on 2/21/2018, 2/21/2019 and 2/21/2020, respectively (or the first business day thereafter).
3. The Stock Appreciation Rights were granted on 2/20/2018 and will vest annually in three equal installments on 2/20/2019, 2/20/2020 and 2/20/2021, respectively (or the first business day thereafter).
Remarks:
brownpoa.txt
Bancroft S. Gordon, Attorney-In-Fact 01/07/2019
** 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 5 (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.
POWER OF ATTORNEY

	Know all men by these presents, that the undersigned hereby constitutes
  and appoints each of Bancroft S. Gordon and his successor as Secretary of 
Marriott
  International, Inc. (the "Company"), Rena Hozore Reiss and her successor as 
the 
Company's General Counsel, W. David Mann and his successor as the Company's
Senior Vice President and Associate General Counsel, and Stephanie Carrick 
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 27 day of December 2018.


				Signature:   /s/ William P. Brown   
				Printed name:  William P. Brown