X0201 4 2004-01-12 0 0001048286 MARRIOTT INTERNATIONAL INC /MD/ MAR 0001228462 GROSVENOR GILBERT M 10400 FERNWOOD ROAD BETHESDA MD 20817 1 0 0 0 Class A Common Stock-Dir. Def. Stock Comp Plan-1 2004-01-12 4 J 0 355 46.33 A 23459.00 D Shares are represented by phantom stock units accrued under the Issuer's 2002 Comprehensive Stock and Cash Incentive Plan in payment of directors fees and are to be settled in Issuer's Class A Common Stock upon Reporting Person's retirement. Includes 74 shares issued in 2003 pursuant to dividend reinvestment provisions under the Plan. By: Dorothy M. Ingalls, Attorney-In-Fact 2004-01-13