SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BAINUM BRUCE

(Last)

(First)

(Middle)

10770 COLUMBIA PIKE

SUITE 100

(Street)

SILVER SPRING

20901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHOICE HOTELS INTERNATIONAL INC /DE [ CHH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2003		J	117,581	A	$0	2,118,450	I	See Footnote⁽¹⁾⁽¹²⁾
Common Stock	12/09/2003		J	117,581	D	$0	65,407	I	See Footnote⁽²⁾⁽¹²⁾
Common Stock	12/09/2003		J	106,863	D	$0	59,445	I	See Footnote⁽³⁾⁽¹²⁾
Common Stock	12/09/2003		J	106,863	A	$0	106,863	I	See Footnote⁽⁴⁾⁽¹²⁾
Common Stock	12/09/2003		J	77,417	D	$0	43,065	I	See Footnote⁽⁹⁾⁽¹²⁾
Common Stock	03/10/2003		J	126,000	D	$0	1,486,873	I	See Footnote⁽⁵⁾
Common Stock	12/09/2003		J	12,851	A	$0	1,499,724	I	See Footnote⁽⁵⁾⁽¹²⁾
Common Stock	12/09/2003		J	73,188	A	$0	1,572,912	I	See Footnote⁽⁵⁾⁽¹²⁾
Common Stock	12/09/2003		J	73,188	D	$0	40,712	I	See Footnote⁽⁶⁾⁽¹²⁾
Common Stock	07/23/2003		J	51,033	D	$0	700,185	I	See Footnote⁽⁷⁾
Common Stock	07/23/2003		J	51,033	A	$0	153,100	I	See Footnote⁽⁸⁾
Common Stock	12/09/2003		J	33,494	A	$0	33,494	I	See Footnote⁽¹⁰⁾
Common Stock							700,214	I	See Footnote⁽¹¹⁾
Common Stock	12/09/2003		J	43,923	A	$0	43,923	I	See Footnote⁽¹³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares owned by the Bruce Bainum Declaration of Trust ("the Trust"), the sole trustee and beneficiary of which is Mr. Bainum.

2. The proportionate interest in shares (600,000) owned by Mid Pines Associates, L.P. ("Mid Pines") by the Trust, the sole trustee of which is Mr. Bainum.

3. The proportionate interest of the Bruce Bainum Grantor Retained Annuity Trust dated September 5, 1996, ("GRAT") the sole trustee of which is Mr. Bainum, in shares (600,000) owned by Mid Pines.

4. Shares owned by the GRAT, the sole trustee and beneficiary of which is Mr. Bainum.

5. Shares owned by the Roberta Bainum Irrevocable Trust. Mr. Bainum is trustee and his sister is the beneficiary. Beneficial ownership is disclaimed.

6. The proportionate interest of the Roberta Bainum Irrevocable Trust in shares (600,000) owned by Mid Pines. Mr. Bainum is trustee and his sister is the beneficiary. Beneficial ownership is disclaimed.

7. The proportionate interest of theTrust in shares (3,567,869) owned by Realty Investment, Co, Inc., a real estate investment and management company in which the Mr. Bainum is a noncontrolling shareholder.

8. The proportionate interest in shares owned by Realty Investment Company, Inc. (3,567,869) of (a) shares owned in trust for the benefit or Mr. Bainum's minor children (86,220), (b) shares owned in trust for the benefit of Mr. Bainum's adult child in which Mr. Bainum is the trustee (51,033) and (c) shares owned directly by Mr. Bainum's minor children (15,846).

9. The proportionate interest in shares owned by Mid Pines (600,000) of (a) shares owned in trust for the benefit Mr. Bainum's minor children (24,433), AND (b) shares owned in trust for the benefit of Mr. Bainum's adult child for which Mr. Bainum is the trustee (18,632).

10. Shares owned by a trust for the benefit of Mr. Bainum's adult son. Mr. Bainum, Jr. is the sole trustee and his son is the beneficiary. Beneficial ownership is disclaimed.

11. The proportionate interest of the Roberta Bainum Irrevocable Trust in shares (3,567,869) owned by Realty Investment Company, Inc. Mr. Bainum is trustee and his sister is the beneficiary. Beneficial ownership is disclaimed.

12. On December 9, 2003 Mid Pines made a distribution of a portion of its shares to its partners.

13. Shares owned by trusts for the benefit of Mr. Bainum's minor children.

	Christine A. Shreve, Attorney-in-fact	02/11/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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