EXHIBIT 8.1

                                 May 25, 2001




(202) 955-8500                                                      C58129-00069

Marriott International, Inc.
One Marriott Drive, Dept. 52/923.23
Washington, D.C. 20058

     Re:  Exchange of 7% Series E Notes Due 2008

Ladies and Gentlemen:

     We have acted as special counsel for Marriott International, Inc., a
Delaware corporation (the "Company"), in connection with the issuance by the
Company of its 7% Series E Notes Due 2008 (the "Exchange Notes") in exchange for
any and all of its 7% Series E Notes Due 2008 (the "Old Notes"). The terms of
the Old Notes and the Exchange Notes are described in the Prospectus of even
date herewith (the "Prospectus") and the operative documents described therein.
The terms of the exchange offer, which are set forth in the Prospectus, are
incorporated herein by reference.

     In formulating our opinion as to the matters certified, we have examined
such documents as we have deemed appropriate, including the Prospectus, and we
have made such other legal and factual examinations as we have deemed necessary
or appropriate for purposes of this opinion. Our opinion relates only to the
federal income tax laws of the United States, and we express no opinion with
respect to other federal laws or with respect to the laws of any other
jurisdiction. No opinion is expressed on any matters other than those
specifically referred to herein.

     Based upon the terms of the exchange offer, as set forth in the Prospectus,
we hereby confirm our opinion in the Prospectus described under the caption
"U.S. Federal Income Tax Considerations".


May 25, 2001
Page 2


     This opinion is based on current provisions of the United States Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder (including proposed Treasury Regulations), published pronouncements
of the Internal Revenue Service, and case law, any of which may be changed at
any time with retroactive effect. Any variation or difference in the facts from
those set forth in the Prospectus or the operative documents described therein
may affect the conclusions stated herein.

     We hereby consent to the use of our name and opinion under the caption
"U.S. Federal Income Tax Considerations".



                                          Very Truly Yours,



                                          GIBSON, DUNN & CRUTCHER LLP