The veteran writer-producer said he is collaborating on the theatrical version with producer Paula Wagner and the author of the original screenplay, J F Lawton, reported People magazine.
"I had so much fun doing Pretty Woman the first time around that I'm trying it again as a Broadway musical. We have secured the rights to do a stage adaptation," the director, 80, said in a statement.
Marshall, 80, who is also known for his work on "The Odd Couple", "Runaway Bride" and "The Princess Diaries", first received a draft of the original "dramatic and dark" script 25 years ago.
Marshall hopes that the film's '90s charm will translate to the Broadway stage.
"To see Vivian and Edward brought to life again with music will hopefully be something to cheer about the second time around too," he said.