Ownership Submission
FORM 5
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


SILVER SPRING, MD 20901		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 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             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 (9)
Common Stock             128,592 I See Footnote (10)
Common Stock 01/27/2004 01/27/2004 J 22,240 A $ 0 1,419,581 I See Footnote (1) (12)
Common Stock 01/27/2004 01/27/2004 J 22,240 D $ 0 82,067 I See Footnote (11) (12)
Common Stock 10/08/2004 10/08/2004 J 26,294 A $ 0 1,445,875 I See Footnote (1) (15)
Common Stock 10/08/2004 10/08/2004 J 26,294 D $ 0 55,773 I See Footnote (11) (15)
Common Stock 12/31/2004 12/31/2004 J 613 D $ 0 0 I See Footnote (7) (16)
Common Stock 12/31/2004 12/31/2004 J 1,103 D $ 0 0 I See Footnote (8) (16)
Common Stock 12/31/2004 12/31/2004 J 130 A $ 0 3,492 I See Footnote (6) (17)
Common Stock 12/31/2004 12/31/2004 J 43 A $ 0 43 I See Footnote (18) (19)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: 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
Non-Qualified Stock Options       (14)       (14)   (14) Common
 
  183,975
D
 
Incentive Stock Options       (13)       (13)   (13) Common
 
  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 02/10/2005
**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) The proportionate interest of a Trust in shares (600,000) 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) Shares owned by a trust for the benefit of Mr. Bainum's great-nephew. Mr. Bainum, Jr. is the sole trustee and his great-nephew is the beneficiary. Beneficial ownership is disclaimed.
(9) Shares owned by various trusts, the beneficiaries of which are Mr. Bainum, Jr.'s two minor children.
(10) 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.
(11) 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.
(12) The GRAT distributed 22,240 shares to the Stewart Bainum Jr. Declaration of Trust.
(13) Incentive Stock Option Plan shares held by Mr. Bainum, Jr.
(14) Non-Qualified Stock Option Plan shares held by Mr. Bainum, Jr.
(15) Mr. Bainum substituted shares from his GRAT to the Stewart Bainum Jr. Trust.
(16) Effective December 31, 2004, Mr. Bainum resigned as Trustee of a trust for the benefit of his great-nephew.
(17) Mr. Bainum received an additional 130 shares in the Plan.
(18) Shares in Mr. Bainum, Jr's account pursuant to the terms of the Choice Hotels International, Inc. Savings and Investment Plan.
(19) Mr. Bainum received 43 shares in the Plan.

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