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/ 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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8171 MAPLE LAWN BLVD, SUITE 375 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2010 (Street) FULTON, MD 20759 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) ___ Form Filed by One Reporting Person _X_ 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             3,858,056 I See Footnote (1) Common Stock 12/22/2010 12/22/2010 G 100,000 D $ 0 4,533,397 I See Footnote (2) Common Stock             224,400 I See Footnote (4) Common Stock             60,000 I See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BAINUM STEWART/ 8171 MAPLE LAWN BLVD SUITE 375 FULTON, MD 20759	Â	  X	Â	Â
BAINUM JANE 8171 MAPLE LAWN BLVD SUITE 375 FULTON, MD 20759	Â	  X	Â	Â

Signatures

Christine A. Shreve, Attorney-in-fact		02/10/2011
**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 Declaration of Trust dated May 23, 1995 (the "SB Trust"), the sole trustee and current beneficiary of which is Mr. Bainum.
(2)	Shares owned by the Jane L. Bainum Declaration of Trust dated May 23, 1995 (the "JLB Trust"), the sole trustee and current beneficiary of which is Mr. Bainum's wife.
(3)	Shares owned by Dinwiddie Enterprises, Inc. (formerly known as Edelblut Associates, Inc.) a corporation owned entirely by the SB Trust.
(4)	Shares owned by Cambridge Investment Company, LLC ("Cambridge"), a family owned entity. As Managing Member, Mr. Bainum controls Cambridge and he and his wife also own equity interests in Cambridge.

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