UNITED STATES
                            WASHINGTON, D.C. 20549
                                 SCHEDULE 14A
          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )

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     RULE 14A-6(E)(2))
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                          Marriott International, Inc.
               (Name of Registrant as Specified In Its Charter)

                          Marriott International, Inc.
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SEC 1913 (3-99)

Corporate Headquarters:                                   Mailing Address:
10400 Fernwood Road                                       Marriott Drive
Bethesda, Maryland 20817                                  Washington, D.C. 20058

                          [Marriott Logo appears here]



To our Shareholders:

                                                                  April 25, 2003

      In connection with the 2003 annual meeting of shareholders of Marriott
International, Inc. to be held on Friday, May 2, 2003 beginning at 10:30 a.m.,
we are providing the following information, which supplements Item 3 of our
proxy regarding the ratification of an increase of five million shares of the
Company's Class A common stock authorized for issuance under the Marriott
International, Inc. Employee Stock Purchase Plan.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information about the Company's compensation
plans at January 3, 2003.

                      Equity Compensation Plan Information

                                                           (a)                (b)                      (c)
                                                                                               Number of Securities
                                                   Number of Securities   Weighted-average   Remaining Available for
                                                       to be Issued      Exercise Price of    Future Issuance Under
                                                     Upon Exercise of       Outstanding        Equity Compensation Plans
                                                   Outstanding Options,  Options, Warrants     (Excluding Securities
                  Plan Category                     Warrants and Rights      and Rights       Reflected in Column (a))
-------------------------------------------------- --------------------- ------------------   ------------------------
    Equity compensation plans
       approved by shareholders...................        39,412,991             $29.13             22,680,223(1)

    Equity compensation plans not
       approved by shareholders (2)...............                 0                                         0

    Total ........................................        39,412,991                                22,680,223
                                                          ==========                                ==========

(1)  Consists of 21,200,455 securities available for issuance under the 2002
     Comprehensive Stock and Cash Incentive Plan and 1,479,768 securities
     available for issuance under the Employee Stock Purchase Plan.
(2)  All of the Company's equity compensation plans have been approved by

                                                         Very truly yours,

                                                         /s/ DOROTHY M. INGALLS

                                                         Dorothy M. Ingalls