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                            February 20, 2024

       Simone Wu
       Senior VP, General Counsel, Corporate Secretary & External Affairs
       Choice Hotels International, Inc.
       915 Meeting St.
       Bethesda, Maryland 20852

                                                        Re: Choice Hotels
International, Inc.
                                                            Wyndham Hotels &
Resorts, Inc.
                                                            Schedule TO-T/A
filed on January 26, 2024 and filed by Choice Hotels
                                                            International, Inc.
                                                            File No. 5-90832
                                                            Form S-4 filed on
January 26, 2024 and filed by Choice Hotels International,
                                                            Inc.
                                                            File No. 333-275998

       Dear Simone Wu:

              We have reviewed your filings and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

               After reviewing your response to these comments, we may have
additional comments.
       All defined terms here have the same meaning as in your filings.

       Schedule TO-T/A and Form S-4/A filed January 26, 2024

       Summary - Reasons for the Offer, page 18

   1.                                                   We note your response
to our prior comment 3. Please expand the disclosure relating to
                                                        the synergies you
assert will result if the Exchange Offer and Second-Step Mergers are
                                                        consummated to describe
such synergies and specify what information made publicly
                                                        available by Wyndham
supports such assertions.
       Procedure for Tendering, page 69

   2.                                                   We note your revisions
made in response to our prior comment 6 clarifying that
 Simone Wu
Choice Hotels International, Inc.
February 20, 2024
Page 2
         stockholders may challenge your interpretation of the terms and
conditions of the Offer in
         a court of competent jurisdiction. Please also make conforming
revisions in the Form of
         Letter of Election and Transmittal and any other applicable documents
relating to the
         Offer.
Conditions to the Offer, page 85

3.       Refer to our prior comment 11. Please describe any approvals or
authorizations, other than
         those required under the HSR Act, that you anticipate, based on the
information currently
         available to you, may be required to complete the Exchange Offer.
4.       Refer to our prior comment 19. We note that your revised disclosure on
page 92 that the
         conditions to the Offer "may be asserted by Choice regardless of the
circumstances giving
         rise to any such conditions" does not preclude any action or inaction
by you. Please revise
         further to avoid the implication that any circumstances that may
"trigger" an offer
         condition may be within your control.
General

5.       Refer to our prior comment 27. Please revise your disclosure to
clearly state whether the
         Offer will remain open for acceptances until all required governmental
approvals are
         obtained and the Competition Law Condition is satisfied.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Christina Chalk at 202-551-3263 or Laura
McKenzie at
202-551-4568.



FirstName LastNameSimone Wu                                   Sincerely,
Comapany NameChoice Hotels International, Inc.
                                                              Division of
Corporation Finance
February 20, 2024 Page 2                                      Office of Mergers
& Acquisitions
FirstName LastName