Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BAINUM STEWART JR
  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
(Last)
(First)
(Middle)
10770 COLUMBIA PIKE, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2005
(Street)

SILVER SPRING, MD 20901
4. If Amendment, Date 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
(City)
(State)
(Zip)
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               63,018 I See Footnote (2)
Common Stock               58,023 I See Footnote (3)
Common Stock               3,625 I See Footnote (4)
Common Stock               723,078 I See Footnote (5)
Common Stock               6,516 I See Footnote (7)
Common Stock               128,592 I See Footnote (8)
Common Stock 02/22/2005 02/22/2005 J V 12,200 A $ 0 1,458,075 I See Footnote (1) (10)
Common Stock 02/22/2005 02/22/2005 J V 12,200 D $ 0 43,573 I See Footnote (9) (10)
Common Stock 06/20/2005 06/20/2005 M V 60,000 A $ 9.2807 1,518,075 I See Footnote (1) (13)
Common Stock               3,492 I See Footnote (6)
Common Stock               43 I See Footnote (14)
Common Stock 06/20/2005 06/20/2005 S   20,768 D $ 66.8754 1,497,307 I See Footnote (1) (13)

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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 Underlying Securities
(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 of Derivative Security: 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 Options $ 9.2807 (12) 06/20/2005 06/20/2005 M     60,000 06/20/2005(12) 06/21/2005(12) Common 60,000 (12) (13) $ 0 123,975 D  
Incentive Stock Options (11)               (11)   (11) Common (11)   19,325 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BAINUM STEWART JR
10770 COLUMBIA PIKE
SUITE 100
SILVER SPRING, MD 20901
  X   X   Chairman  

Signatures

 Christine A. Shreve, Attorney-in-fact   06/21/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 (600,000) owned by Mid Pines Associates, L.P.("Mid Pines")
(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 (600,000) owned by Mid Pines.
(4) The proportionate interest of various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children in shares (600,000) owned by Mid Pines.
(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.
(6) Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan.
(7) Shares owned by various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children.
(8) The proportionate interest of Mr. Bainum, Jr's two minor children 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 125,050 shares indirectly held through Realty by certain trusts for the benefit of Mr. Bainum, Jr.'s two minor children.
(9) Shares owned by the Stewart Bainum Jr. Grantor Retained Annuity Trust dated September 10, 1996 ("GRAT") in which Mr. Bainum, Jr. is the sole trustee.
(10) The GRAT distributed 12,200 shares to the Stewart Bainum Jr. Declaration of Trust.
(11) Incentive Stock Option Plan shares held by Mr. Bainum, Jr.
(12) Non-Qualified Stock Option Plan shares held by Mr. Bainum, Jr.
(13) Mr. Bainum exercised 60,000 non-qualified stock options and subsequently sold 20,768 shares.
(14) Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Savings and Investment Plan.

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