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 MD 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)
12/31/2004
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)
Amount (A) or (D) Price
Common Stock 65,407 I See Footnote(2)
Common Stock 59,445 I See Footnote(3)
Common Stock 40,712 I See Footnote(6)
Common Stock 700,185 I See Footnote(7)
Common Stock 700,214 I See Footnote(10)
Common Stock 01/27/2004 01/27/2004 J 1,001 D $0 105,862 I See Footnote(4)(13)
Common Stock 01/27/2004 01/27/2004 J 1,001 A $0 2,119,451 I See Footnote(1)(13)
Common Stock 12/16/2004 12/16/2004 J 23,300 D $0 82,562 I See Footnote(4)(14)
Common Stock 12/16/2004 12/16/2004 J 23,300 A $0 2,142,751 I See Footnote(1)(14)
Common Stock 12/31/2004 12/31/2004 J 18,453 D $0 24,612 I See Footnote(9)(15)
Common Stock 12/31/2004 12/31/2004 J 18,453 A $0 43,065 I See Footnote(9)(15)
Common Stock 12/31/2004 12/31/2004 J 43,110 D $0 109,990 I See Footnote(8)(16)
Common Stock 12/31/2004 12/31/2004 J 7,923 D $0 102,067 I See Footnote(8)(16)
Common Stock 12/31/2004 12/31/2004 J 51,033 A $0 153,100 I See Footnote(8)(16)
Common Stock 12/31/2004 12/31/2004 J 33,172 A $0 66,666 I See Footnote(11)(17)
Common Stock 12/31/2004 12/31/2004 J 33,172 D $0 10,751 I See Footnote(12)(17)
Common Stock 01/27/2004 01/27/2004 J 1,481 A $0 1,574,393 I See Footnote(5)(18)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 the Trust in shares (3,567,869) owned by Realty Investment Co. Inc., a real estate investment and management company in which 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 of Mr. Bainum's minor child (43,110), (b) shares owned in trust for the benefit of Mr. Bainum's adult children in which Mr. Bainum is the trustee (102,067) and (c) shares owned directly by Mr. Bainum's minor child (7,923).
9. The proportionate interest in shares owned by Mid Pines (600,000) of (a) shares owned in trust for the benefit of Mr. Bainum's minor child (5,980), AND (b) shares owned in trust for the benefit of Mr. Bainum's adult children for which Mr. Bainum is the trustee (37,085).
10. The proportionate interest of the Roberta Bainum Irrevocable Trust in shares (3,567,869) owned by Realty Investment Co. Inc. Mr. Bainum is trustee and his sister is the beneficiary. Beneficial ownership is disclaimed.
11. Shares owned by trusts for the benefit of Mr. Bainum's adult sons. Mr. Bainum is the sole trustee and his sons are the beneficaries. Beneficial ownership is disclaimed.
12. Shares owned by a trust for the benefit of Mr. Bainum's minor child.
13. Mr. Bainum's GRAT distributed shares to the Trust.
14. Mr. Bainum's GRAT substituted shares with the Trust.
15. One of Mr. Bainum's sons reached maturity and transfered his proportionate interest in shares owned by Mid Pines from a children's trust to a new grantor trust for which Mr. Bainum is trustee.
16. One of Mr. Bainum's sons reached maturity and transfered a) his proportionate interest in shares owned by Realty from a children's trust and b) shares owned directly by the son. These shares were contributed to a new grantor trust for which Mr. Bainum is trustee
17. One of Mr. Bainum's sons reached maturity and transfered shares from a children's trust to a new grantor trust.
18. The Roberta Bainum Irrevocable Trust received additional shares.
Christine A. Shreve, Attorney-in-fact 02/10/2005
** 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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