EXHIBIT 12
 
                               SMITH BARNEY INC.
 
February 15, 1996
 
The Board of Directors
Forum Group, Inc.
11320 Random Hills Road
Fairfax, Virginia 22030
 
Members of the Board:
 
You have requested our opinion as to the fairness, from a financial point of
view, to the holders of the common stock of Forum Group, Inc., other than
Marriott International, Inc. ("Marriott") and its affiliates, of the
consideration to be received by such holders pursuant to the terms and subject
to the conditions set forth in the Agreement and Plan of Merger, dated as of
February 15, 1996 (the "Merger Agreement"), by and among Marriott, FG
Acquisition Corp., a wholly owned subsidiary of Marriott ("Purchaser"), and
Forum. As more fully described in the Merger Agreement, (i) Purchaser will
commence a tender offer to purchase all outstanding shares of the common
stock, no par value, of Forum (the "Forum Common Stock") at a purchase price
of $13.00 per share, net to the seller in cash (the "Tender Offer") and (ii)
subsequent to the Tender Offer, Purchaser will be merged with and into Forum
(the "Merger" and, together with the Tender Offer, the "Transaction") and each
outstanding share of Forum Common Stock not previously tendered will be
converted into the right to receive $13.00 in cash.
 
In arriving at our opinion, we reviewed the Merger Agreement and held
discussions with certain senior officers, directors and other representatives
and advisors of Forum concerning the business, operations and prospects of
Forum. We examined certain publicly available business and financial
information relating to Forum as well as certain financial forecasts and other
data for Forum which were provided to us by or otherwise discussed with the
management of Forum. We reviewed the financial terms of the Transaction as set
forth in the Merger Agreement in relation to, among other things: current and
historical market prices and trading volumes of Forum Common Stock; the
historical and projected earnings and operating data of Forum; and the
capitalization and financial condition of Forum. We also considered, to the
extent publicly available, the financial terms of certain other similar
transactions recently effected which we considered relevant in evaluating the
Transaction and analyzed certain financial, stock market and other publicly
available information relating to the businesses of other companies whose
operations we considered relevant in evaluating those of Forum. In addition to
the foregoing, we conducted such other analyses and examinations and
considered such other financial, economic and market criteria as we deemed
appropriate in arriving at our opinion.
 
In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all financial and other
information publicly available or furnished to or otherwise reviewed by or
discussed with us. With respect to financial forecasts and other data provided
to or otherwise reviewed by or discussed with us, we have been advised by the
management of Forum that such forecasts and other data were reasonably
prepared on bases reflecting the best currently available estimates and
judgments of the management of Forum as to the future financial performance of
Forum. We have not made or been provided with an independent evaluation or
appraisal of the assets or liabilities (contingent or otherwise) of Forum nor
have we made any physical inspection of the properties or assets of Forum. In
connection with our engagement, we were requested to approach on a limited
basis, and held discussions with, certain third parties to solicit indications
of interest in a possible acquisition of Forum; however, we were not requested
to, and did not, participate in the negotiation or structuring of the
Transaction. Our opinion is necessarily based upon information available to
us, and financial, stock market and other conditions and circumstances
existing and disclosed to us, as of the date hereof.
 
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Smith Barney has been engaged to render financial advisory services to Forum
with respect to this opinion and will receive a fee for our services. In the
ordinary course of our business, we and our affiliates may actively trade the
securities of Forum and Marriott for our own account or for the account of our
customers and, accordingly, may at any time hold a long or short position in
such securities. In addition, we and our affiliates (including Travelers Group
Inc. and its affiliates) may maintain relationships with Forum and Marriott.
 
Our advisory services and the opinion expressed herein are provided for the
information of the Board of Directors of Forum in its evaluation of the
proposed Transaction, and our opinion is not intended to be and does not
constitute a recommendation to any stockholder as to whether or not such
stockholder should tender shares of Forum Common stock in the Tender Offer or
how such stockholder should vote on the proposed Merger. Our opinion may not be
published or otherwise used or referred to, nor shall any public reference to
Smith Barney be made, without our prior written consent.
 
Based upon and subject to the foregoing, our experience as investment bankers,
our work as described above and other factors we deemed relevant, we are of the
opinion that, as of the date hereof, the cash consideration to be received by
holders of Forum Common Stock (other than Marriott and its affiliates) in the
Transaction is fair, from a financial point of view, to such holders.
 
Very truly yours,
 
/s/ Smith Barney Inc.
 
SMITH BARNEY INC.
 
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