Ownership Submission
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, 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 Stephen G
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2006
3. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [MAR]
(Last)
(First)
(Middle)
10400 FERNWOOD ROAD
4. 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%
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BETHESDA, MD 20817
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 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 Stock 569,566
D
 
Class A Common Stock 21,615
I
By Spouse
Class A Common Stock 36,365
I
Trustee 1 for Trust f/b/o his child
Class A Common Stock 30,475
I
Trustee 2 for Trust f/b/o his child
Class A Common Stock 25,817
I
Trustee 3 for Trust f/b/o his child
Class A Common Stock 7,702
I
Spouse Trustee 1 for Trust f/b/o his child
Class A Common Stock 8,252
I
Spouse Trustee 2 for Trust f/b/o his child
Class A Common Stock 8,252
I
Spouse Trustee 3 for Trust f/b/o his child
Class A Common Stock 5,413,980 (1)
I
By JWM Family Enterprises, L.P.
Class A Common Stock 6,600,000 (2)
I
By Thomas Point Ventures, L.P.
Class A Common Stock 327,360 (3)
I
By 1974 Trust
Class A Common Stock 393,610 (4)
I
By 1965 Trusts
Deferred Bonus Stock 850 (5)
D
 
Class A Common Stock 1,389
I
401(k) account
Restricted Stock Units 2,628 (6)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Employee Stock Option 10/20/1996 10/20/2007 Class A Common Stock 1,321 $ 7.3227 D  
Employee Stock Option 10/20/1996 10/20/2007 Class A Common Stock 1,321 $ 7.2048 D  
Employee Stock Option 10/14/1997 10/14/2008 Class A Common Stock 1,211 $ 11.9327 D  
Employee Stock Option 10/14/1997 10/14/2008 Class A Common Stock 1,211 $ 11.7406 D  
Employee Stock Option 11/03/1998 11/03/2009 Class A Common Stock 1,211 $ 13.1214 D  
Employee Stock Option 11/03/1998 11/03/2009 Class A Common Stock 1,211 $ 13.3362 D  
Employee Stock Option 11/02/1999 11/02/2010 Class A Common Stock 1,982 $ 16.7538 D  
Employee Stock Option 11/02/1999 11/02/2010 Class A Common Stock 1,982 $ 17.028 D  
Employee Stock Option 11/07/2000 11/07/2011 Class A Common Stock 2,642 $ 24.6943 D  
Employee Stock Option 11/07/2000 11/07/2011 Class A Common Stock 2,642 $ 25.0984 D  
Employee Stock Option 11/06/2001 11/06/2012 Class A Common Stock 2,312 $ 30.537 D  
Employee Stock Option 11/06/2001 11/06/2012 Class A Common Stock 2,312 $ 31.0368 D  
Employee Stock Option 11/05/2002 11/05/2013 Class A Common Stock 7,440 $ 28.2187 D  
Employee Stock Option 11/04/2003 11/04/2014 Class A Common Stock 7,200 $ 22.1563 D  
Employee Stock Option 02/01/2005 02/01/2011 Class A Common Stock 6,000 $ 45.735 D  
Employee Stock Option 11/01/2005 11/01/2011 Class A Common Stock 9,320 $ 31.82 D  
Employee Stock Option   (7) 02/06/2013 Class A Common Stock 10,050 $ 30.21 D  
Stock Appreciation Rights   (8) 02/13/2016 Class A Common Stock 1,716 $ (8) D  

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

/s/ Stephen Garff Marriott 05/24/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares held by JWM Family Enterprises, L.P. ("JWMFE, LP"). JWM Family Enterprises, Inc. is the general partner of JWMFE, LP. Stephen Garff Marriott 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 his pecuniary interest therein.
(2) 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. Stephen Garff Marriott 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 his pecuniary interest therein.
(3) Shares held in a 1974 trust for the benefit of Stephen Garff Marriott. Donna Rae Garff Marriott, Stephen Garff Marriott's mother, and an unrelated person are trustees.
(4) Shares held in two 1965 trusts for the benefit of Stephen Garff Marriott. J. Willard Marriott, Jr., Stephen Garff Marriott's father, and Richard E. Marriott, Stephen Garff Marriott's uncle, are trustees.
(5) Holders of deferred bonus stock awards do not receive dividends or exercise voting rights on their deferred bonus stock until it is distributed to them. The recipient can designate an award as current, which is distributed in 10 annual installments beginning one year after the award is granted, or deferred, which is distributed in a lump sum or in up to 10 installments following termination of employment. Deferred bonus stock contingently vests in ten equal annual installments beginning one year after the Issuer makes the award.
(6) Represents 922 share units, 1,050 share units and 656 share units granted on February 5, 2004, February 10, 2005 and February 13, 2006, respectively, that vest in four equal annual installments.
(7) These options vest in four equal annual installments beginning on February 6, 2004.
(8) These stock appreciation rights were granted on February 13, 2006 and vest in four equal annual installments. The exercise price shall be the difference between the grant price ($68.93 per share) and the market price at exercise divided by the market price at exercise.

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