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	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	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 STEWART/ (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) 12/31/2003
	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)
				Amount	(A) or (D)	Price
Common Stock	04/29/2003		G	450,000	D	$0	3,318,921	I	See Footnote(1)
Common Stock	12/01/2003		G	1,406,278	D	$0	1,912,643	I	See Footnote(1)(2)
Common Stock	12/09/2003		J	321	A	$0	1,912,964	I	See Footnote(1)(3)
Common Stock	12/09/2003		J	179	A	$0	1,913,143	I	See Footnote(1)(3)
Common Stock	12/09/2003		J	40,000	A	$0	1,953,143	I	See Footnote(1)(7)
Common Stock	12/01/2003		G	1,406,278	A	$0	2,204,989	I	See Footnote(2)(4)
Common Stock	12/09/2003		J	329	A	$0	2,205,318	I	See Footnote(3)(4)
Common Stock	12/09/2003		J	183	A	$0	2,205,501	I	See Footnote(3)(4)
Common Stock	12/09/2003		J	30,000	A	$0	2,235,501	I	See Footnote(4)(7)
Common Stock	12/09/2003		J	512	D	$0	81,199	I	See Footnote(3)(5)
Common Stock	12/09/2003		J	100,000	D	$0	0	I	See Footnote(7)
Common Stock	12/09/2003		J	500	D	$0	75,886	I	See Footnote(3)(6)
Common Stock							112,200	I	See Footnote(8)
Common Stock	12/09/2003		J	30,000	A	$0	30,000	I	See Footnote(7)(9)

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 Stewart Bainum Declaration of Trust dated May 23, 1995 (the "SB Trust"), the sole trustee of which is Mr. Bainum.

2. Mr. Bainum gifted 1,406,278 shares from the SB Trust to the Jane L. Bainum Declaration of Trust

3. On December 9, 2003 the SB Trust,the JLB Trust, and Edelblut Associates, LP received their proportionate interests in shares distributed by Mid Pines Associates, L.P. ("Mid Pines") Their remaining interests in Mid Pines were also redeemed in full with shares distributed on this date.

4. Shares owned by the Jane L. Bainum Declaration of Trust dated May 23, 1995 (the "JLB Trust") , the sole trustee of which is Mr. Bainum's wife.

5. The proportionate interest of the JLB Trust in shares (3,567,869) owned by Realty Investment Company, Inc., a real estate investment and management company, in which the JLB Trust is a non-controlling shareholder.

6. The proportionate interest of the SB Trust in shares (3,567,869) owned by Realty Investment Company, Inc., a real estate investment and management company, in which the SB Trust is a non-controlling shareholder.

7. Edelblut Partners, L.P. in which the SB Trust and the JLB Trust are the sole partners owned an interest in shares owned by Mid Pines. As described in Note 3, those shares were distributed from Mid Pines. Edelblut Partners, L.P. was then liquidated by a distribution of all its shares to the SB Trust, JLB Trust and Edelblut Associates, Inc.

8. Shares owned by Cambridge Investment Company, LLC ("Cambridge"), a family owned entity. As Managing Member, Mr. Bainum controls Cambridge and he and his wife also own equity interests in Cambridge.

9. Shares owned by Edelblut Associates, Inc. a corporation owned entirely by the SB Trust and the JLB Trust.

	Christine A. Shreve, Attorney-in-fact	02/11/2004
	** Signature of Reporting Person	Date
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