SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BAINUM STEWART JR (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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 12/05/2003
	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								176,305	I	See Footnote(2)
Common Stock								162,330	I	See Footnote(3)
Common Stock								10,142	I	See Footnote(4)
Common Stock								851,669	I	See Footnote(5)
Common Stock								3,362	I	See Footnote(6)
Common Stock								1,716	I	See Footnote(7)
Common Stock	12/05/2003	12/05/2003	M		40,000	A	$6.9078	1,303,064	I	See Footnote(1)
Common Stock	12/05/2003	12/05/2003	S		8,000	D	$34.64	1,295,064	I	See Footnote(1)
Common Stock	12/05/2003	12/05/2003	S		1,750	D	$34.78	1,293,314	I	See Footnote(1)
Common Stock	12/05/2003	12/05/2003	S		1,500	D	$34.79	1,291,814	I	See Footnote(1)
Common Stock	12/05/2003	12/05/2003	F		7,760	D	$34.73	1,284,054	I	See Footnote(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	$6.9078	12/05/2003	12/05/2003	M			40,000	12/06/1998	12/05/2003	Common	40,000	$0	180,475	D
Incentive Stock Options	(8)							(8)	(8)	Common	(8)		19,325	D

Explanation of Responses:

1. Shares owned by Stewart Bainum Jr. Declaration of Trust ("Stewart Bainum Jr. Trust") in which Mr. Bainum, Jr. is the sole trustee.

2. The proportionate interest of the Stewart Bainum, Jr. Trust in shares (1,779,628) owned by Mid Pines Associates, L.P.

3. The proportionate interest of the Stewart Bainum, Jr. Grantor Retained Annuity Trust dated September 10, 1996 ("GRAT"), the sole trustee of which is Mr. Bainum, Jr., in shares (1,779,628) owned by Mid Pines Associates, L.P.

4. The proportionate interest of various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children in shares (1,779,628) owned by Mid Pines Associates, L.P.

5. The proportionate interest of the Stewart Bainum, Jr. Trust in shares (3,567,869) owned by Realty Investment Company, Inc. a real estate investment and management company in which Mr. Bainum, Jr. is a non-controlling shareholder. Also includes 128,591 shares indirectly held through certain trusts for the benefit of Mr. Bainum, Jr.'s two minor children.

6. Includes 3,362 shares of restricted stock granted by the Issuer which Mr. Bainum, Jr. has the right to receive upon termination of his employment with the Company pursuant to the terms of the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan.

7. The proportionate interest of a trust in shares (1,779,628) owned by Mid Pines Associates, L.P. for the benefit of Mr. Bainum, Jr's great-nephew. Mr. Bainum, Jr. is the sole trustee and his great-nephew is the beneficiary. Beneficial ownership is disclaimed.

8. Incentive Stock Option Plan shares held by Mr. Bainum, Jr.

	Christine A. Shreve, Attorney-in-fact	12/05/2003
	** 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).
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