SC 13D/A, 1999-04-29
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                                 UNITED STATES
                            Washington, D.C.  20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 1)*

                       CHOICE HOTELS INTERNATIONAL, INC.

                               (Name of Issuer)

                                 Common Stock
                        (Title of Class of Securities)

                                (CUSIP Number)

                       Patricia Bowditch  (301) 495-4400
           8737 Colesville Road, Suite 800, Silver Spring, MD  20910
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                April 19, 1999
            (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 (  ).

*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 the
disclosures provided in a prior cover page.

The information required in 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
CUSIP No. 169905-10-6                13D                            Page 2 of 4

1    Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

         Stewart Bainum        Jane Bainum
         S.S.#: ###-##-####    S.S.#: ###-##-####

2    Check the Appropriate Box if a Member of a Group*
     (a)  (X )     (b)  (  )

3    SEC Use Only

4    Source of Funds

5    Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
     2(C) or 2(E)    (  )

6    Citizenship or Place of Organization

Number of Shares Beneficially
  Owned by Each Reporting Person with:

     7    Sole Voting Power          6,840,904

     8    Shared Voting Power        3,750,374
     9    Sole Dispositive Power     6,840,904
     10   Shared Dispositive Power   3,750,374
11   Aggregate Amount Beneficially Owned by Each Reporting Person


12   Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

13   Percent of Class Represented by Amount in Row (11)


14   Type of Reporting Person

CUSIP No. 169905-10-6                 13D                        Page 3 of 4

Item 1.   Security and Issuer

          (a)  Name of Issuer:
               Choice Hotels International, 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:
               Stewart Bainum
               Jane Bainum
          (b)  Business Address:
               8737 Colesville Road, Suite 800
               Silver Spring, MD  20910
          (c)  Present Principal Employment:
               President,Realty Investment Company, Inc.
               8737 Colesville Road, Suite 800
               Silver Spring, Maryland  20901
          (d)  Record of Convictions:
               During the last five years, the Reporting Person has not been
               convicted in a criminal proceeding (excluding traffic violations
               or similar misdemeanors.)
          (e)  Record of Civil Proceedings:
               During the last five years, the Reporting Person was not a party
               to a civil proceeding of a judicial or administrative body of
               competent jurisdiction and as a result of such proceeding was or
               is subject to a judgment, decree or final order enjoining future
               violations of, or prohibiting or mandating such activities
               subject to, federal or state securities laws or finding any
               violation with respect to such laws.
          (f)  Citizenship:
               Reporting Person is a citizen of the United States.

Item 3.   Source and Amount of Funds or Other Consideration

          The Reporting Person utilized no funds in the acquisition of the
          securities of the issuer triggering the filing of this 13D.

Item 4.   Purpose of Transaction

          2,121,447 shares were acquired by the Reporting Person in
          transactions which involve the liquidation of two family owned
          investment partnerships and the resulting distributions to the
          partners of the securities of the issuer owned by the partnerships.
          The Reporting Person continues to hold the Shares for investment
          purposes.  The Reporting Person has no present plans or intentions
          that would result in or relate to any of the transactions described in
          Subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.   Interest in Securities of the Issuer

          (a)  Amount and percentage beneficially owned:
               Reporting Person:
               10,591,278 shares, including 2,523 shares owned directly;
               6,027,989 shares held directly by the Stewart Bainum Declaration
               of Trust ("SB Trust"), of which Mr. Bainum is the sole trustee
               and beneficiary; 3,567,869 shares held directly by Realty
               Investment Company, a real estate management and investment
               company in which the SB Trust and the JB Trust (defined below)
               are stockholders and Mr. Bainum is President and Chairman of the
               Board of Directors and has shared voting authority; 112,200
               shares held by Vintage Limited Partnership, a family investment
               partnership of which Mr. Bainum is the Chairman of the Board of
               Directors of the Corporate General Partner and has shared voting
               authority; and 70,305 shares held by the Commonweal Foundation of
               which Mr. Bainum is Chairman of the Board of Directors and has
               shared voting authority. Also includes 798,711 shares held by the
               Jane L. Bainum Declaration of Trust ("JB Trust"), the sole
               trustee and beneficiary of which is Mr. Bainum's wife.
CUSIP No. 169905-10-6                      13D                     Page 4 of 4

               Also includes 4,016 shares of restricted stock granted by the
               issuer to Mr. Bainum under the Stock Compensation Plan which are
               not vested but which Mr. Bainum has the right to vote.  Also
               includes 7,665 shares which Mr. Bainum has the right to acquire
               pursuant to stock options which are presently exercisable or
               which become exercisable within sixty days.

          (b)  Number of shares as to which such person has:

               (i) Sole Voting Power             6,840,904

               (ii) Shared Voting Power          3,750,374

               (iii) Sole Dispositive Power      6,840,904

               (iv) Shared Dispositive Power     3,750,374

          (c)  A schedule of transactions effected in the last sixty days is  as

               Not applicable.

          (d)  Ownership of more than five percent on behalf of Another Person:

               To the extent that shares of the issuer identified in Item 5(a)
               are held by corporations or partnerships, other shareholders and
               partners, respectively, have the right to receive dividends from,
               or the proceeds from the sale of the shares to the extent of
               their proportionate interests in such entities. To the best of
               the Reporting Person's knowledge, other than Stewart and Jane
               Bainum, and their four adult children, Stewart Bainum, Jr., Bruce
               Bainum, Roberta Bainum and Barbara Bainum, no other person has
               such interest relating to more than 5% of the outstanding class
               of securities.

          (e)  Ownership of Less than Five Percent:

               Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect
          to Securities of the Issuer

          Not applicable.

Item 7.   Material to be Filed as Exhibits



   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

Date:  April 28, 1999

                            /s/ Stewart Bainum
                           Stewart Bainum

                           /s/ Jane Bainum
                           Jane Bainum

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