SEC FORM 4

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^*

WIELGUS WAYNE

(Last)

(First)

(Middle)

10750 COLUMBIA PIKE

(Street)

SILVER SPRING

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	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2004		M		11,000	A	$7.815	31,000	D
Common Stock	12/13/2004		M		10,500	A	$21.165	41,500	D
Common Stock	12/13/2004		M		5,250	A	$20.395	46,750	D
Common Stock	12/13/2004		M		9,000	A	$7.815	55,750	D
Common Stock	12/13/2004		M		3,500	A	$21.165	59,250	D
Common Stock	12/13/2004		M		1,750	A	$20.395	61,000	D
Common Stock	12/13/2004		S		26,750	D	$53.0084	34,250	D
Common Stock								610	I	401(K)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$7.815	12/13/2004		M			11,000	⁽¹⁾	09/18/2010	Common Stock	11,000	$0	9,000	D
Employee Stock Option	$21.165	12/13/2004		M			10,500	⁽¹⁾	02/07/2012	Common Stock	10,500	$0	15,750	D
Employee Stock Option	$20.395	12/13/2004		M			5,250	⁽¹⁾	02/10/2013	Common Stock	5,250	$0	21,000	D
Employee Stock Option	$7.815	12/13/2004		M			9,000	⁽¹⁾	09/18/2010	Common Stock	9,000	$0	3,000	D
Employee Stock Option	$21.165	12/13/2004		M			3,500	⁽¹⁾	02/07/2012	Common Stock	3,500	$0	5,250	D
Employee Stock Option	$20.395	12/13/2004		M			1,750	⁽¹⁾	02/10/2013	Common Stock	1,750	$0	7,000	D

Explanation of Responses:

1. Excercisable in 5 equal annual installments beginning on the first anniversary of grant date.

Remarks:

	Wayne Wielgus	12/14/2004
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.