8-K

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT


                      Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934


     Date of Report (Date of earliest event reported):  September 18, 1997


                          MARRIOTT INTERNATIONAL, INC.
            (Exact name of Registrant as specified in its charter)



            Delaware                               52-0936594
     (State of Incorporation)           (IRS Employer Identification No.)


                                    1-12188
                             (Commission File No.)



           10400 Fernwood Road, Bethesda, Maryland       20817
           (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code:  (301) 380-3000

 
     Pursuant to the provisions of General Instruction B to Form 8-K, Marriott
International, Inc. (the "Registrant") is filing the information set forth
below.

ITEM 5.  OTHER EVENTS

     On September 18, 1997, the Registrant issued a press release confirming
that the Registrant and Sodexho Alliance, S.A., have engaged in discussions
regarding a potential combination of their respective North American food
service and facilities management businesses.  A copy of the text of such press
release is attached hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)  Financial Statements of Businesses Acquired

     Not Applicable

(b)  Pro Forma Financial Information

     Not Applicable

(c)  Exhibits

     Exhibit 99.1   Press Release dated September 18, 1997.

 
                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    MARRIOTT INTERNATIONAL, INC.


                                    By:  /s/  Joseph Ryan
                                        ----------------------------------
                                         Joseph Ryan
                                         Executive Vice President
                                         and General Counsel


Date:  September 26, 1997

 
                                 EXHIBIT INDEX


     Exhibit 99.1   Press Release dated September 18, 1997.

EX-99.1

 
MARRIOTT INTERNATIONAL AND SODEXHO, S.A.
IN DISCUSSIONS REGARDING THEIR NORTH AMERICAN
FOOD SERVICE AND FACILITIES MANAGEMENT BUSINESSES

WASHINGTON, D.C., September 18, 1997 -- Marriott International, Inc. (MAR /
NYSE) and Sodexho Alliance, S.A. today confirmed that they have engaged in
discussions regarding a potential combination of their respective North American
food service and facilities management businesses.  Were any such transaction to
be consummated, it is Marriott International's intention to preserve bondholder
value.  Both companies said that it was too early to comment on the results of
their discussions, but emphasized that they are interested in maximizing the
value of their businesses for their stakeholders and customers.  Both companies
noted that there can be no assurance that such discussions will lead to a
transaction or as to the timing or possible terms thereof, and that they do not
intend to issue a further public statement with respect to this subject unless
and until a binding agreement is reached.


                            -----------------------

Marriott International, Inc. is the world's leading hospitality company, with
over 4,900 operating units in the United States and 51 other countries and
territories.  Major businesses include hotels operated and franchised under the
Marriott, Ritz-Carlton, Courtyard, Fairfield, Residence Inn, TownePlace Suites,
Executive Residences, Renaissance, New World and Ramada International brands,
vacation club resorts operated under Marriott Vacation Club International;
conference centers; food service and facilities management for clients in
business, education and health care; senior living communities and services; and
food service distribution.  The company is headquartered in Washington, D.C.,
and has approximately 225,000 employees.  In fiscal year 1996, Marriott
International reported total sales of $10.2 billion.


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Contact:  Nick Hill, Corporate Relations, 301-380-7484 or
          Charlotte Sterling, Corporate Relations, 301-380-7406