BANCO INC
SC 13D/A, 1997-06-23
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                                                     Page 1 of 6 Pages

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No.8)*

                          CHOICE HOTELS HOLDINGS INC.
             -----------------------------------------------------
                                (Name of Issuer)

                                 COMMON STOCK
             -----------------------------------------------------
                         (Title of Class of Securities)

                                   170380109
             -----------------------------------------------------
                                 (CUSIP Number)

                  Linda S. Martinson, Esq. (212) 583-2000
                767 Fifth Avenue, 24th Floor, New York, NY 10153
             -----------------------------------------------------
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  JUNE 5, 1997
             -----------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous  statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

                                                    SEC 1746 (12-91)<PAGE>
<PAGE>
                            Schedule 13D, Amendment No. 8 (continued)

CUSIP No. 170380109                        Page 2 of 6 Pages
- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       
       Ronald Baron
- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [  ]
                                                             (b)  [  ]
- --------------------------------------------------------------------------------
   3   SEC USE ONLY


- --------------------------------------------------------------------------------
   4   SOURCE OF FUNDS

       OO
- --------------------------------------------------------------------------------
   5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
       2(C) OR 2(E)    [ ]

- --------------------------------------------------------------------------------
   6   CITIZENSHIP OR PLACE OF ORGANIZATION

       USA
- --------------------------------------------------------------------------------
   NUMBER OF      7    SOLE VOTING POWER
     SHARES            2,075,020
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      8    SHARED VOTING POWER
      EACH            10,518,763
   REPORTING      --------------------------------------------------------------
     PERSON       9    SOLE DISPOSITIVE POWER
      WITH             2,075,020
                  --------------------------------------------------------------
                  10   SHARED DISPOSITIVE POWER
                      10,518,763
- --------------------------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      12,593,783
- --------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

- --------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       20.1%
- --------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON*

       IN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT





<PAGE>
                                             Page 3 of 6 Pages

Item 1.   Security and Issuer
          (a)  Name of Issuer:
               Choice Hotels Holdings, Inc.
          (b)  Address of Issuer's Principal Executive Offices:
               10750 Columbia Pike
               Silver Spring, MD 20901
          (c)  Title and Class of Securities:
               Common Stock

Item 2.   Identity and Background
          (a)  Name:
               Ronald Baron
          (b)  Business Address:
               767 Fifth Avenue
               24th Floor
               New York, NY 10153
          (c)  Present Principal Employment:
               President: Baron Capital Management, Inc., BAMCO, Inc.,
               Baron Capital, Inc.
               767 Fifth Avenue
               24th Floor
               New York, NY 10153
          (d)  Record of Convictions:
               No material change.
          (e)  Record of Civil Proceedings:
               No material change.
          (f)  Citizenship:
               No material change.

Item 3.    Source and Amount of Funds or Other Consideration
           Reporting Person owns 163,620 shares of the issuer directly,
           paid for with cash for an aggregate purchase price of $1,001,281.
           As General Partner of Baron Capital Partners, L.P., and
           Baron Investment Partners, L.P.,(the "Partnerships") investment
           partnerships, he directed the purchase of 1,911,400 shares for the
           account of the Partnerships for an aggregate purchase price of
           $27,720,806.  Those shares were paid for by cash assets in the 
           Partnerships' accounts and by margin borrowings pursuant to the
           standard margin agreement of Spear, Leeds and Kellogg.  An
           additional 8,550,000 shares were purchased for an aggregate
           purchase price of $124,853,565 for the accounts of two investment
           companies registered under the Investment Company Act of 1940,
           Baron Asset Fund and Baron Growth & Income Fund,
           which are advised by BAMCO, Inc. ("BAMCO"), a registered
           investment adviser which is controlled by Ronald Baron.  An
           additional 1,968,763 shares were purchased for an aggregate purchase
           price of $27,739,042 for the accounts of investment advisory clients
           of Baron Capital Management, Inc.("BCM"), a registered investment
           adviser controlled by Ronald Baron.  All of thoses shares were
           paid for by cash assets in the accounts of the investment companies
           and advisory clients.









<PAGE>
                                                          Page 4 of 6 Pages

  Item 4.  Purpose of Transaction
           No material change.
           
  Item 5.  Interest in Securities of the Issuer
           (a) Amount and percentage beneficially owned:
               Reporting Person: (i)10,518,763 shares in his capacity as a
               controlling person of BAMCO and BCM. Reporting Person disclaims
               that he is the beneficial owner of these shares. (ii) 2,075,020
               shares in his capacity as General Partner of BCP and BIP.
               (iii) 163,620 shares personally.
           (b) Number of shares as to which such person has:
               (i)   sole power to vote or direct the vote:
                        2,075,020
               (ii)  shared power to vote or direct the vote:
                       10,518,763
               (iii) sole power to dispose or to direct the disposition:
                        2,075,020
               (iv)  shared power to dispose or direct the disposition:
                       10,518,763
               Reporting Person may be deemed to share power to vote and
               dispose of shares referred to herein as a result of his 
               control of the investment advisers for whose advisory clients
               he is reporting. He may be deemed to have sole power to vote
               and direct the disposition of the shares referred to above to
               by reason of being a general partner of the Partnerships.
           (c) A schedule of transactions effected in the last twenty-eight days
               is attached hereto.
           (d) Ownership of More than Five Percent on Behalf of Another Person:
               The investment advisory clients have the right to receive the
               dividends from, or the proceeds from the sale of the securities
               in their respective accounts. To the best of Reporting Person's
               knowledge, no person has such interest relating to more than 5%
               of the outstanding class of securities, except that Baron Asset
               Fund owns 6,270,000 (9.9%) of the shares reported herein.
           (e) Ownership of Less than Five Percent:
               Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships with
           Respect to Securities of the Issuer
           No material change.
           
Item 7.    Material to be Filed as Exhibits
           Exhibit 99 - 28 days of trading.
 
 Signature

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Date:     June 20, 1997

                                /s/ Ronald Baron
                                _______________________________________
                                Ronald Baron

                             Page 6 of 6 Pages
Transaction Schedule                    
From 05-21-97 To 06-16-97                    
                    
          Acct                Exec.
Date      ID   Trans      Qty      Price
- --------  -----     -----     ------    ---------
05-21-97  bcp  by   45,300    14.9442
05-21-97  bgi  by   25,000    14.9442
05-22-97  bcp  by   30,500    14.9512
05-23-97  bcm4 by    8,500    15.0000
05-23-97  bcp  by   15,000    15.0000
05-23-97  bcp  by   85,000    14.9975
05-23-97  bgi  by   35,000    15.0000
05-27-97  bcm4 by    8,500    15.3426
05-27-97  bcp  by   26,500    15.4887
05-28-97  bcp  by   23,500    15.5665
05-28-97  bcp  by    1,800    15.5140
05-29-97  bcm4 by   15,000    15.6220
05-29-97  bcp  by   10,000    15.6875
05-29-97  bcp  by   11,400    15.6220
05-29-97  bgi  by   10,000    15.6220
05-30-97  bcm4 by    5,000    15.6331
05-30-97  bcp  by   10,000    15.7500
05-30-97  bcp  by    9,000    15.6331
06-02-97  bcm4 by    3,000    15.6250
06-02-97  bcm4 by    9,000    15.6183
06-02-97  bcp  by    2,800    15.6183
06-02-97  bgi  by    5,000    15.6183
06-03-97  bcm4 by    1,000    15.8986
06-03-97  bcm4 by   31,000    15.8986
06-03-97  bcm4 by    3,000    15.8986
06-03-97  bcm4 by   10,000    15.8986
06-03-97  bcp  by    5,000    15.8986
06-03-97  bgi  by   64,200    15.8986
06-04-97  bcm4 by    2,000    15.9749
06-04-97  bcm4 by    1,000    15.9749
06-04-97  bcm4 by    5,000    15.9749
06-04-97  bgi  by   20,800    15.9749
06-05-97  bcp  by   25,000    15.9860
06-05-97  bgi  by   31,300    15.9860
06-05-97  bgi  by   25,000    16.0000
06-06-97  bcp  by   35,000    16.0000
06-06-97  bgi  by   33,700    16.0000
06-09-97  bcm4 by    2,200    15.9318
06-09-97  bcm4 by   25,000    16.0000
06-09-97  bcp  by    5,000    16.0000
06-10-97  bcm4 by   11,800    16.1062
06-10-97  bcp  by   30,000    16.1062
06-11-97  bgi  by   10,000    16.0938
06-11-97  bip  by   10,000    16.0938
06-12-97  bcp  by   10,000    16.2500
06-13-97  bcp  by    5,000    16.0697
06-13-97  bgi  by    5,400    16.0697
06-16-97  bcp  by   11,400    16.0769
06-16-97  bgi  by   14,600    16.0769


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