<PAGE>
 
     As filed with the Securities and Exchange Commission on March 20, 1998
                                                   Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     Under

                          THE SECURITIES ACT OF 1933


     NEW MARRIOTT MI, INC. (TO BE RENAMED "MARRIOTT INTERNATIONAL, INC.")
            (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                            52-2055918
  (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                       Identification Number)

        10400 FERNWOOD ROAD                                      
        BETHESDA, MARYLAND                                      20817   
(Address of Principal Executive Offices)                      (Zip Code) 


               1998 COMPREHENSIVE STOCK AND CASH INCENTIVE PLAN
                     EXECUTIVE DEFERRED COMPENSATION PLAN
                           (Full Title of the Plan)

           JOSEPH RYAN, EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             NEW MARRIOTT MI, INC.
                 10400 FERNWOOD ROAD, BETHESDA, MARYLAND 20817
                    (Name and Address of Agent for Service)
                                (301) 380-3000
         (Telephone Number, Including Area Code, of Agent for Service)
                                ---------------

  Copies of all communications, including all communications sent to agent for
                          service, should be sent to:

                               Ronald O. Mueller
                          Gibson, Dunn & Crutcher LLP
                     1050 Connecticut Avenue, NW, Suite 900
                             Washington, DC  20036
                                 (202) 955-8500
<PAGE>
 
<TABLE>
<CAPTION>
 
                                               CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
    TITLE OF SECURITIES           AMOUNT TO BE                PROPOSED              PROPOSED MAXIMUM           AMOUNT OF
     TO BE REGISTERED              REGISTERED          MAXIMUM OFFERING PRICE   AGGREGATE OFFERING PRICE      REGISTRATION
                                                             PER SHARE                                            FEE
------------------------------------------------------------------------------------------------------------------------------ 
<S>                          <C>                       <C>                      <C>                          <C>
Common Stock, par value                      
 $.01 share (1)............     35,000,000(2)                    (3)                 $493,140,000(3)             $145,477

Class A Common Stock, par       
 value $.01 share (1)......     21,000,000(2)                    (3)                      (3)
 
Executive Deferred                     
 Comp-ensation Plan                                                                 
 Obligations                  $175,000,000(4)                     NA                 $175,000,000                $ 51,625
 
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Preferred Stock Purchase Rights, which are attached to the shares of
    Common Stock being registered, will be issued for no additional
    consideration and, therefore, no additional registration fee is required.
(2) Of the 35,000,000 shares of Common Stock and the 21,000,000 million shares
    of Class A Common Stock being registered hereunder for issuance pursuant to
    the Company's 1998 Comprehensive Stock and Cash Incentive Plan,
    approximately 21,000,000 shares of Common Stock and 21,000,000 shares of
    Class A Common Stock are reserved for issuance pursuant to awards to be
    issued (the "Conversion Awards") by the registrant in conversion and
    substitution of awards presently denominated in shares of Common Stock of
    Marriott International, Inc. and held by individuals who, following the
    special dividend of the registrant's outstanding shares of Common Stock and
    Class A Common Stock to the shareholders of Marriott International Inc.
    (which company thereafter will engage in certain transactions with Sodexho
    Alliance and be renamed "Sodexho Marriott Services, Inc."), will not be
    employees of Sodexho Marriott Services, Inc. The remaining shares of Common
    Stock and Class A Common Stock registered hereunder are reserved for awards
    to be issued in the future under the 1998 Comprehensive Stock and Cash
    Incentive Plan. Pursuant to Rule 416(a), this Registration Statement also
    registers such number of additional securities that may be offered pursuant
    to the terms of the 1998 Comprehensive Stock and Cash Incentive Plan which
    provide for a change in the amount or type of securities being offered or
    issued to prevent dilution as a result of stock splits, stock dividends or
    similar transactions.
(3) Calculated with respect to (i) approximately 21,000,000 shares of Common
    Stock and 21,000,000 shares of Class A Common Stock, pursuant to Rule
    457(h)(1) on the basis of the aggregate offering price of the Conversion
    Awards of approximately $493,000,000, and (ii) with respect to the remaining
    shares of Common Stock and Class A Common Stock registered hereunder for
    awards to be issued in the future under the 1998 Comprehensive Stock and
    Cash Incentive Plan, pursuant to Rule 457(h)(1) on the basis of the par
    value of such shares (which exceeds their book value as of March 19, 1998).
(4) The Executive Deferred Compensation Plan Obligations are unsecured
    obligations of the Company to pay deferred compensation in the future in
    accordance with the terms of the Company's Executive Deferred Compensation
    Plan.
<PAGE>
 
                                  INTRODUCTION

     This Registration Statement on Form S-8 is filed by New Marriott MI, Inc.
(to be renamed "Marriott International, Inc."), a Delaware corporation (the
"Company" or "Registrant"), relating to 35,000,000 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), and 21,000,000
shares of the Company Class A Common Stock, par value $.01 per share (the "Class
A Common Stock"), to be offered and sold under the 1998 Comprehensive Stock and
Cash Incentive Plan (the "1998 Plan"), as well as $175,000,000 of unfunded and
unsecured obligations (the "Obligations") of the Company to be issued under the
Executive Deferred Compensation Plan (the "Deferred Plan").

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

          Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:

   (1)    The Company's Registration Statement on Form 10 under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), filed on
          February 13, 1998.

   (2)    The Company's Annual Report on Form 10-K for the year ended January 2,
          1998.

   (3)    The Company's Report on Form 8-K filed on March 13, 1998.

          All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such reports and documents.

          Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein and any document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement 

                                       1
<PAGE>
 
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement or document so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

          The Common Stock of the Company and the Class A Common Stock of the
Company are registered under Section 12(b) of the Exchange Act.

          This Registration Statement also covers $175,000,000 of Obligations to
be offered to certain eligible employees of the Company pursuant to the
Executive Deferred Compensation Plan (the "Deferred Plan"). The Obligations are
general unsecured obligations of the Company to pay deferred compensation in the
future in accordance with the terms of the Deferred Plan, are represented by an
unfunded and unsecured book reserve (the "Deferred Compensation Reserve")
maintained on the Company's books, and rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.

          The amount of compensation deferred by each participant
("Participant") in the Deferred Plan is determined in accordance with the terms
of the Deferred Plan based upon elections by each Participant.  Each
Participant's deferral account under the Deferred Plan shall consist of (i)
deferred compensation amounts, less any amount designated under the terms of the
Deferred Plan to the Participant's account under the Company's profit sharing
plan; (ii) amounts contributed by the Company pursuant to the terms of the
Deferred Plan; and (iii) any increases or decreases in value credited to or
against such amounts.  The Participant shall be fully vested in those amounts
consisting of deferred salary and bonus amounts, and any earnings thereon.  The
Participant shall be vested in those amounts contributed by the Company pursuant
to the terms of the Deferred Plan, and any earnings thereon, only to the extent
such Participant would be vested if those amounts had been contributed on behalf
of the Participant as Company contributions or forfeitures under the Company's
profit sharing plan.

          Obligations in an amount equal to each Participant's deferral account
under the Deferred Plan will be payable at the Participant's election on a date
not earlier than the sixth fiscal year of the Company following the election,
and only to the extent such distributions relate to years for which the amount
deferred exceeds six percent of the Participant's total compensation for that
year, as defined under the Deferred Plan.  Otherwise, such Obligations will be
payable upon the Participant's termination or retirement in any of the following
forms, as elected by the Participant:  (i) a lump sum cash payment, (ii) a
series of annual cash installments payable over a designated term not to exceed
ten years, or (iii) any other manner requested by the Participant and to which
the Administrator consents.

          Under the Deferred Plan, Obligations for each Participant will be
considered to have been invested in the same manner as funds invested in the
"Stable Value Fund" described in the Company's profit sharing plan.  All amounts
in a Participant's account will be credited with investment gains or losses
accordingly.

          A Participant's Obligations cannot be alienated, sold, transferred,
assigned, pledged, attached or otherwise encumbered by the Participant, and pass
only to a survivor beneficiary designated by the Participant, or if none is so
specified, to a survivor beneficiary designated by the Participant as to 

                                       2
<PAGE>
 
his interests in the Company's profit sharing plan, or if none is so specified,
to the following (if then living) in the following order of priority, as if the
Participant had deemed such persons beneficiaries: (i) spouse; (ii) children,
including adopted children, in equal shares; (iii) parents, in equal shares; and
(iv) the Participant's estate.

          The Obligations are not subject to redemption, in whole or in part,
prior to the termination, retirement or death of the Participant, other than in
the event of financial hardship, with the approval of the Compensation
Committee.  However, the Company reserves the right to amend or terminate the
Deferred Plan at any time, except that no such amendment or termination shall
adversely affect a Participant's right to Obligations in the amount of the
Participant's accounts as of the date of such amendment or termination.

          The Obligations are not convertible into any other security of the
Company.  The Obligation will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company.  No trustee
has been appointed having the authority to take action with respect to the
Obligations and each Participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
requests for consents, waivers or amendments pertaining to the Obligations,
enforcing covenants and taking action upon a default.

          The administrator appointed under the terms of the Deferred Plan has
full power and authority to interpret, construe and administer the Deferred Plan
and the administrator's interpretations and construction thereof, and actions
thereunder, including any valuation of the Deferred Compensation Reserve or of a
Participant's account, or the amount or recipient of the payment to be made
therefrom, is binding and conclusive on all persons for all purposes.

          The Board of Directors of the Company may amend or terminate the
Deferred Plan at any time and from time to time and/or distribute all account
balances under the Deferred Plan.  The Deferred Plan provides that in certain
additional circumstances account balances under the Deferred Plan may be
distributed.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Certain legal matters with respect to the validity of the Common Stock
and the Class A Common Stock registered hereby have been passed upon for the
Registrant by Mr. Joseph Ryan, Executive Vice President and General Counsel of
the Registrant, on behalf of the Law Department of the Registrant. Following the
special dividend of the Company's outstanding shares of Common Stock and Class A
Common Stock to the shareholders of Marriott International Inc., Mr. Ryan will
be a participant in the 1998 Plan and the Deferred Plan, and will receive
Conversion Awards representing shares of Common Stock and Class A Common Stock,
as well as options to purchase such.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Articles Eleventh and Sixteenth of the New Marriott Certificate and
Section 7.7 of the New Marriott Bylaws (the "New Marriott Director Liability and
Indemnification Provisions") limit the personal liability of New Marriott
directors to the company or its stockholders for monetary damages for breach of
fiduciary duty.

                                       3
<PAGE>
 
          The New Marriott Director Liability and Indemnification Provisions
define and clarify the rights of certain individuals, including New Marriott
directors and officers, to indemnification by New Marriott in the event of
personal liability or expenses incurred by them as a result of certain
litigation against them.  Such provisions are consistent with Section 102(b)(7)
of the DGCL, which is designed, among other things, to encourage qualified
individuals to serve as directors of Delaware corporations by permitting
Delaware corporations to include in their certificates of incorporation a
provision limiting or eliminating directors' liability for monetary damages and
with other existing DGCL provisions permitting indemnification of certain
individuals, including directors and officers.  The limitations of liability in
the New Marriott Director Liability and Indemnification Provisions may not
affect claims arising under the federal securities laws.

          Set forth below is a description of the New Marriott Director
Liability and Indemnification Provisions.  Such description is intended as a
summary only and is qualified in its entirety by reference to the New Marriott
Certificate and the New Marriott Bylaws.

LIMITATION OF LIABILITY FOR DIRECTORS

          Article Sixteenth of the New Marriott Certificate protects directors
against monetary damages for breaches of their fiduciary duty of care, except as
set forth below.  Under the DGCL, absent Article Sixteenth, directors could
generally be held liable for gross negligence for decisions made in the
performance of their duty of care but not for simple negligence.  Article
Sixteenth eliminates director liability for negligence in the performance of
their duties, including gross negligence.  In a context not involving a decision
by the directors (i.e., a suit alleging loss to the company due to the
directors' inattention to a particular matter) a simple negligence standard
might apply.  Directors remain liable for breaches of their duty of loyalty to
the company and its stockholders, as well as acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit.  Article
Sixteenth does not eliminate director liability under Section 174 of the DGCL,
which makes directors personally liable for unlawful dividends or unlawful stock
repurchases or redemptions and expressly sets forth a negligence standard with
respect to such liability.

          While Article Sixteenth provides directors with protection from awards
of monetary damages for breaches of the duty of care, it does not eliminate the
directors' duty of care.  Accordingly, Article Sixteenth will have no effect on
the availability of equitable remedies such as an injunction or rescission based
upon a director's breach of the duty of care.  The provisions of Article
Sixteenth that eliminate liability as described above will apply to officers of
New Marriott only if they are directors of New Marriott and are acting in their
capacity as directors, and will not apply to officers of the New Marriott who
are not directors.  The elimination of liability of directors for monetary
damages in the circumstances described above may deter persons from bringing
third-party or derivative actions against directors to the extent those actions
seek monetary damages.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Under Section 145 of the DGCL, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation --a "derivative 

                                       4
<PAGE>
 
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of New Marriott, and with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to New Marriott.

          Section 7.7 of the New Marriott Bylaws provides that New Marriott will
indemnify any person to whom, and to the extent, indemnification may be granted
pursuant to Section 145 of the DGCL.

          Article Eleventh of the New Marriott Certificate provides that each
person who was or is made a party to, or is otherwise involved in any action,
suit or proceeding by reason of the fact that he or she is or was a director,
officer or employee of New Marriott or is or was serving at the request of New
Marriott as a director, officer, employee or agent of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (an "indemnitee"), whether the basis of such
proceeding is alleged activity in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by New Marriott to the
fullest extent authorized by the DGCL, as the same exists or may be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits New Marriott to provide broader indemnification rights than permitted
prior thereto), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer or employee and shall inure to the benefit of
the indemnitee's heirs, executors and administrators; provided that except with
respect to proceedings to enforce rights to indemnification, New Marriott shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors.  Article Eleven also provides that the
right of indemnification will be in addition to and not exclusive of all other
rights to which that director, officer or employee may be entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

Item 8.  Exhibits.

          Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:


     5     Opinion of Joseph Ryan, Esq.
     23.1  Consent of Arthur Andersen LLP.
     23.2  Consent of Joseph Ryan, Esq., on behalf of the Law Department of the
           Registrant (filed as part of Exhibit 5).
     24    Power of Attorney (included on signature page)

                                       5
<PAGE>
 
ITEM 9.  UNDERTAKINGS.

(1)  The undersigned Registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement;

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

          provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

     (b)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(2)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

(3)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant 

                                       6
<PAGE>
 
     of expenses incurred or paid by a director, officer or controlling person
     of the Registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling person in
     connection with the securities being registered, the Registrant will,
     unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Act and will be governed by the final adjudication of such
     issue.

                                       7
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, State of Maryland, on this 19th day of
March, 1998.

                              New Marriott MI, Inc.


                              By: /s/
                                 -------------------------------------------
                                  J.W. Marriott, Jr., Chairman of the Board
                                  and Chief Executive Officer

          Each person whose signature appears below constitutes and appoints
J.W. Marriott, Jr. and Michael A. Stein as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for such person
and in his name, place and stead, in any and all capacities, to sign any or all
further amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.  Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Company in the capacities and on the date indicated above.


<TABLE>
<CAPTION>
                 Signature                                      Title
--------------------------------------------  ------------------------------------------
<S>                                           <C>
PRINCIPAL EXECUTIVE OFFICER:                    Chairman of the Board of Directors and
              /s/                                      Chief Executive Officer
--------------------------------------------
J.W. Marriott, Jr.

PRINCIPAL FINANCIAL OFFICER:                    Director, Executive Vice President and
              /s/                                      Chief Financial Officer
--------------------------------------------
Michael A. Stein

PRINCIPAL ACCOUNTING OFFICER:                      Vice President-Finance and Chief
              /s/                                         Accounting Officer
--------------------------------------------
Stephen E. Riffee

              /s/                                   Director, President and Chief
--------------------------------------------              Operating Officer
William J. Shaw

              /s/                                 Director, Executive Vice President
--------------------------------------------             and General Counsel
Joseph Ryan
</TABLE>

<PAGE>
 
                                 EXHIBIT INDEX

Exhibit                 Description                               Sequentially
-------                 -----------                               -------------
Number                                                            Numbered Page
------                                                            -------------
 5             Opinion of Joseph Ryan, Esq., on behalf of the 
                 Law Department of the Registrant.
 23.1          Consent of Arthur Andersen LLP.
 23.2          Consent of Joseph Ryan, Esq., on behalf of the
                 Law Department of the Registrant (filed as 
                 part of Exhibit 5).
 24            Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 31992}]
{"company-data": {"conformed-name": "NEW MARRIOTT MI INC", "cik": "0001048286", "assigned-sic": "7011", "irs-number": "522055918", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48407", "film-number": "98570426"}, "business-address": {"street1": "10400 FERNWOOD ROAD", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3013803000"}, "mail-address": {"street1": "10400 FERNWOOD ROAD", "city": "BETHESDA", "state": "MD", "zip": "20817"}}
As filed with the Securities and Exchange Commission on March 20, 1998
                                                   Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     Under

                          THE SECURITIES ACT OF 1933

     NEW MARRIOTT MI, INC. (TO BE RENAMED "MARRIOTT INTERNATIONAL, INC.")
            (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                            52-2055918
  (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                       Identification Number)

        10400 FERNWOOD ROAD                                      
        BETHESDA, MARYLAND                                      20817   
(Address of Principal Executive Offices)                      (Zip Code) 

               1998 COMPREHENSIVE STOCK AND CASH INCENTIVE PLAN
                     EXECUTIVE DEFERRED COMPENSATION PLAN
                           (Full Title of the Plan)

           JOSEPH RYAN, EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             NEW MARRIOTT MI, INC.
                 10400 FERNWOOD ROAD, BETHESDA, MARYLAND 20817
                    (Name and Address of Agent for Service)
                                (301) 380-3000
         (Telephone Number, Including Area Code, of Agent for Service)
                                ---------------

  Copies of all communications, including all communications sent to agent for
                          service, should be sent to:

                               Ronald O. Mueller
                          Gibson, Dunn & Crutcher LLP
                     1050 Connecticut Avenue, NW, Suite 900
                             Washington, DC  20036
                                 (202) 955-8500
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
    TITLE OF SECURITIES           AMOUNT TO BE                PROPOSED              PROPOSED MAXIMUM           AMOUNT OF
     TO BE REGISTERED              REGISTERED          MAXIMUM OFFERING PRICE   AGGREGATE OFFERING PRICE      REGISTRATION
                                                             PER SHARE                                            FEE
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value                      
 $.01 share (1)............     35,000,000(2)                    (3)                 $493,140,000(3)             $145,477

Class A Common Stock, par       
 value $.01 share (1)......     21,000,000(2)                    (3)                      (3)
 
Executive Deferred                     
 Comp-ensation Plan                                                                 
 Obligations                  $175,000,000(4)                     NA                 $175,000,000                $ 51,625
 
------------------------------------------------------------------------------------------------------------------------------
(1) The Preferred Stock Purchase Rights, which are attached to the shares of
    Common Stock being registered, will be issued for no additional
    consideration and, therefore, no additional registration fee is required.
(2) Of the 35,000,000 shares of Common Stock and the 21,000,000 million shares
    of Class A Common Stock being registered hereunder for issuance pursuant to
    the Company's 1998 Comprehensive Stock and Cash Incentive Plan,
    approximately 21,000,000 shares of Common Stock and 21,000,000 shares of
    Class A Common Stock are reserved for issuance pursuant to awards to be
    issued (the "Conversion Awards") by the registrant in conversion and
    substitution of awards presently denominated in shares of Common Stock of
    Marriott International, Inc. and held by individuals who, following the
    special dividend of the registrant's outstanding shares of Common Stock and
    Class A Common Stock to the shareholders of Marriott International Inc.
    (which company thereafter will engage in certain transactions with Sodexho
    Alliance and be renamed "Sodexho Marriott Services, Inc."), will not be
    employees of Sodexho Marriott Services, Inc. The remaining shares of Common
    Stock and Class A Common Stock registered hereunder are reserved for awards
    to be issued in the future under the 1998 Comprehensive Stock and Cash
    Incentive Plan. Pursuant to Rule 416(a), this Registration Statement also
    registers such number of additional securities that may be offered pursuant
    to the terms of the 1998 Comprehensive Stock and Cash Incentive Plan which
    provide for a change in the amount or type of securities being offered or
    issued to prevent dilution as a result of stock splits, stock dividends or
    similar transactions.
(3) Calculated with respect to (i) approximately 21,000,000 shares of Common
    Stock and 21,000,000 shares of Class A Common Stock, pursuant to Rule
    457(h)(1) on the basis of the aggregate offering price of the Conversion
    Awards of approximately $493,000,000, and (ii) with respect to the remaining
    shares of Common Stock and Class A Common Stock registered hereunder for
    awards to be issued in the future under the 1998 Comprehensive Stock and
    Cash Incentive Plan, pursuant to Rule 457(h)(1) on the basis of the par
    value of such shares (which exceeds their book value as of March 19, 1998).
(4) The Executive Deferred Compensation Plan Obligations are unsecured
    obligations of the Company to pay deferred compensation in the future in
    accordance with the terms of the Company's Executive Deferred Compensation
    Plan.
INTRODUCTION

     This Registration Statement on Form S-8 is filed by New Marriott MI, Inc.
(to be renamed "Marriott International, Inc."), a Delaware corporation (the
"Company" or "Registrant"), relating to 35,000,000 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), and 21,000,000
shares of the Company Class A Common Stock, par value $.01 per share (the "Class
A Common Stock"), to be offered and sold under the 1998 Comprehensive Stock and
Cash Incentive Plan (the "1998 Plan"), as well as $175,000,000 of unfunded and
unsecured obligations (the "Obligations") of the Company to be issued under the
Executive Deferred Compensation Plan (the "Deferred Plan").

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

          Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:

   (1)    The Company's Registration Statement on Form 10 under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), filed on
          February 13, 1998.

   (2)    The Company's Annual Report on Form 10-K for the year ended January 2,
          1998.

   (3)    The Company's Report on Form 8-K filed on March 13, 1998.

          All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such reports and documents.

          Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein and any document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement 

                                       1
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement or document so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

          The Common Stock of the Company and the Class A Common Stock of the
Company are registered under Section 12(b) of the Exchange Act.

          This Registration Statement also covers $175,000,000 of Obligations to
be offered to certain eligible employees of the Company pursuant to the
Executive Deferred Compensation Plan (the "Deferred Plan"). The Obligations are
general unsecured obligations of the Company to pay deferred compensation in the
future in accordance with the terms of the Deferred Plan, are represented by an
unfunded and unsecured book reserve (the "Deferred Compensation Reserve")
maintained on the Company's books, and rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.

          The amount of compensation deferred by each participant
("Participant") in the Deferred Plan is determined in accordance with the terms
of the Deferred Plan based upon elections by each Participant.  Each
Participant's deferral account under the Deferred Plan shall consist of (i)
deferred compensation amounts, less any amount designated under the terms of the
Deferred Plan to the Participant's account under the Company's profit sharing
plan; (ii) amounts contributed by the Company pursuant to the terms of the
Deferred Plan; and (iii) any increases or decreases in value credited to or
against such amounts.  The Participant shall be fully vested in those amounts
consisting of deferred salary and bonus amounts, and any earnings thereon.  The
Participant shall be vested in those amounts contributed by the Company pursuant
to the terms of the Deferred Plan, and any earnings thereon, only to the extent
such Participant would be vested if those amounts had been contributed on behalf
of the Participant as Company contributions or forfeitures under the Company's
profit sharing plan.

          Obligations in an amount equal to each Participant's deferral account
under the Deferred Plan will be payable at the Participant's election on a date
not earlier than the sixth fiscal year of the Company following the election,
and only to the extent such distributions relate to years for which the amount
deferred exceeds six percent of the Participant's total compensation for that
year, as defined under the Deferred Plan.  Otherwise, such Obligations will be
payable upon the Participant's termination or retirement in any of the following
forms, as elected by the Participant:  (i) a lump sum cash payment, (ii) a
series of annual cash installments payable over a designated term not to exceed
ten years, or (iii) any other manner requested by the Participant and to which
the Administrator consents.

          Under the Deferred Plan, Obligations for each Participant will be
considered to have been invested in the same manner as funds invested in the
"Stable Value Fund" described in the Company's profit sharing plan.  All amounts
in a Participant's account will be credited with investment gains or losses
accordingly.

          A Participant's Obligations cannot be alienated, sold, transferred,
assigned, pledged, attached or otherwise encumbered by the Participant, and pass
only to a survivor beneficiary designated by the Participant, or if none is so
specified, to a survivor beneficiary designated by the Participant as to 

                                       2
his interests in the Company's profit sharing plan, or if none is so specified,
to the following (if then living) in the following order of priority, as if the
Participant had deemed such persons beneficiaries: (i) spouse; (ii) children,
including adopted children, in equal shares; (iii) parents, in equal shares; and
(iv) the Participant's estate.

          The Obligations are not subject to redemption, in whole or in part,
prior to the termination, retirement or death of the Participant, other than in
the event of financial hardship, with the approval of the Compensation
Committee.  However, the Company reserves the right to amend or terminate the
Deferred Plan at any time, except that no such amendment or termination shall
adversely affect a Participant's right to Obligations in the amount of the
Participant's accounts as of the date of such amendment or termination.

          The Obligations are not convertible into any other security of the
Company.  The Obligation will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company.  No trustee
has been appointed having the authority to take action with respect to the
Obligations and each Participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
requests for consents, waivers or amendments pertaining to the Obligations,
enforcing covenants and taking action upon a default.

          The administrator appointed under the terms of the Deferred Plan has
full power and authority to interpret, construe and administer the Deferred Plan
and the administrator's interpretations and construction thereof, and actions
thereunder, including any valuation of the Deferred Compensation Reserve or of a
Participant's account, or the amount or recipient of the payment to be made
therefrom, is binding and conclusive on all persons for all purposes.

          The Board of Directors of the Company may amend or terminate the
Deferred Plan at any time and from time to time and/or distribute all account
balances under the Deferred Plan.  The Deferred Plan provides that in certain
additional circumstances account balances under the Deferred Plan may be
distributed.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Certain legal matters with respect to the validity of the Common Stock
and the Class A Common Stock registered hereby have been passed upon for the
Registrant by Mr. Joseph Ryan, Executive Vice President and General Counsel of
the Registrant, on behalf of the Law Department of the Registrant. Following the
special dividend of the Company's outstanding shares of Common Stock and Class A
Common Stock to the shareholders of Marriott International Inc., Mr. Ryan will
be a participant in the 1998 Plan and the Deferred Plan, and will receive
Conversion Awards representing shares of Common Stock and Class A Common Stock,
as well as options to purchase such.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Articles Eleventh and Sixteenth of the New Marriott Certificate and
Section 7.7 of the New Marriott Bylaws (the "New Marriott Director Liability and
Indemnification Provisions") limit the personal liability of New Marriott
directors to the company or its stockholders for monetary damages for breach of
fiduciary duty.

                                       3
The New Marriott Director Liability and Indemnification Provisions
define and clarify the rights of certain individuals, including New Marriott
directors and officers, to indemnification by New Marriott in the event of
personal liability or expenses incurred by them as a result of certain
litigation against them.  Such provisions are consistent with Section 102(b)(7)
of the DGCL, which is designed, among other things, to encourage qualified
individuals to serve as directors of Delaware corporations by permitting
Delaware corporations to include in their certificates of incorporation a
provision limiting or eliminating directors' liability for monetary damages and
with other existing DGCL provisions permitting indemnification of certain
individuals, including directors and officers.  The limitations of liability in
the New Marriott Director Liability and Indemnification Provisions may not
affect claims arising under the federal securities laws.

          Set forth below is a description of the New Marriott Director
Liability and Indemnification Provisions.  Such description is intended as a
summary only and is qualified in its entirety by reference to the New Marriott
Certificate and the New Marriott Bylaws.

LIMITATION OF LIABILITY FOR DIRECTORS

          Article Sixteenth of the New Marriott Certificate protects directors
against monetary damages for breaches of their fiduciary duty of care, except as
set forth below.  Under the DGCL, absent Article Sixteenth, directors could
generally be held liable for gross negligence for decisions made in the
performance of their duty of care but not for simple negligence.  Article
Sixteenth eliminates director liability for negligence in the performance of
their duties, including gross negligence.  In a context not involving a decision
by the directors (i.e., a suit alleging loss to the company due to the
directors' inattention to a particular matter) a simple negligence standard
might apply.  Directors remain liable for breaches of their duty of loyalty to
the company and its stockholders, as well as acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit.  Article
Sixteenth does not eliminate director liability under Section 174 of the DGCL,
which makes directors personally liable for unlawful dividends or unlawful stock
repurchases or redemptions and expressly sets forth a negligence standard with
respect to such liability.

          While Article Sixteenth provides directors with protection from awards
of monetary damages for breaches of the duty of care, it does not eliminate the
directors' duty of care.  Accordingly, Article Sixteenth will have no effect on
the availability of equitable remedies such as an injunction or rescission based
upon a director's breach of the duty of care.  The provisions of Article
Sixteenth that eliminate liability as described above will apply to officers of
New Marriott only if they are directors of New Marriott and are acting in their
capacity as directors, and will not apply to officers of the New Marriott who
are not directors.  The elimination of liability of directors for monetary
damages in the circumstances described above may deter persons from bringing
third-party or derivative actions against directors to the extent those actions
seek monetary damages.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Under Section 145 of the DGCL, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation --a "derivative 

                                       4
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of New Marriott, and with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to New Marriott.

          Section 7.7 of the New Marriott Bylaws provides that New Marriott will
indemnify any person to whom, and to the extent, indemnification may be granted
pursuant to Section 145 of the DGCL.

          Article Eleventh of the New Marriott Certificate provides that each
person who was or is made a party to, or is otherwise involved in any action,
suit or proceeding by reason of the fact that he or she is or was a director,
officer or employee of New Marriott or is or was serving at the request of New
Marriott as a director, officer, employee or agent of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (an "indemnitee"), whether the basis of such
proceeding is alleged activity in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by New Marriott to the
fullest extent authorized by the DGCL, as the same exists or may be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits New Marriott to provide broader indemnification rights than permitted
prior thereto), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer or employee and shall inure to the benefit of
the indemnitee's heirs, executors and administrators; provided that except with
respect to proceedings to enforce rights to indemnification, New Marriott shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors.  Article Eleven also provides that the
right of indemnification will be in addition to and not exclusive of all other
rights to which that director, officer or employee may be entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

Item 8.  Exhibits.

          Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:

     5     Opinion of Joseph Ryan, Esq.
     23.1  Consent of Arthur Andersen LLP.
     23.2  Consent of Joseph Ryan, Esq., on behalf of the Law Department of the
           Registrant (filed as part of Exhibit 5).
     24    Power of Attorney (included on signature page)

                                       5
ITEM 9.  UNDERTAKINGS.

(1)  The undersigned Registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement;

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

          provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

     (b)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(2)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

(3)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant 

                                       6
of expenses incurred or paid by a director, officer or controlling person
     of the Registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling person in
     connection with the securities being registered, the Registrant will,
     unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Act and will be governed by the final adjudication of such
     issue.

                                       7
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, State of Maryland, on this 19th day of
March, 1998.

                              New Marriott MI, Inc.

                              By: /s/
                                 -------------------------------------------
                                  J.W. Marriott, Jr., Chairman of the Board
                                  and Chief Executive Officer

          Each person whose signature appears below constitutes and appoints
J.W. Marriott, Jr. and Michael A. Stein as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for such person
and in his name, place and stead, in any and all capacities, to sign any or all
further amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.  Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Company in the capacities and on the date indicated above.
Signature                                      Title
--------------------------------------------  ------------------------------------------
PRINCIPAL EXECUTIVE OFFICER:                    Chairman of the Board of Directors and
              /s/                                      Chief Executive Officer
--------------------------------------------
J.W. Marriott, Jr.

PRINCIPAL FINANCIAL OFFICER:                    Director, Executive Vice President and
              /s/                                      Chief Financial Officer
--------------------------------------------
Michael A. Stein

PRINCIPAL ACCOUNTING OFFICER:                      Vice President-Finance and Chief
              /s/                                         Accounting Officer
--------------------------------------------
Stephen E. Riffee

              /s/                                   Director, President and Chief
--------------------------------------------              Operating Officer
William J. Shaw

              /s/                                 Director, Executive Vice President
--------------------------------------------             and General Counsel
Joseph Ryan
EXHIBIT INDEX

Exhibit                 Description                               Sequentially
-------                 -----------                               -------------
Number                                                            Numbered Page
------                                                            -------------
 5             Opinion of Joseph Ryan, Esq., on behalf of the 
                 Law Department of the Registrant.
 23.1          Consent of Arthur Andersen LLP.
 23.2          Consent of Joseph Ryan, Esq., on behalf of the
                 Law Department of the Registrant (filed as 
                 part of Exhibit 5).
 24            Power of Attorney (included on signature page)