SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   FORM 10-Q

         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                      OR

         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTER ENDED JUNE 30, 1998                  COMMISSION FILE NO. 1-11915


                       CHOICE HOTELS INTERNATIONAL, INC.
                              10750 COLUMBIA PIKE
                           SILVER SPRING, MD. 20901
                                (301) 979-5000

       Delaware                                               52-1209792
- ------------------------                                ----------------------
(STATE OF INCORPORATION)                                   (I.R.S. EMPLOYER
                                                        IDENTIFICATION NUMBER)


                  -------------------------------------------
                  (Former name, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
                                                       Yes  X      No
                                                           ---        ---


                                                        SHARES OUTSTANDING
       CLASS                                             AT JUNE 30, 1998
- -----------------------                              ------------------------
Common Stock, $0.01
par value per share                                        58,636,732
                                                            ----------
================================================================================

 
                       CHOICE HOTELS INTERNATIONAL, INC.

                                     INDEX
                                     -----

                                                                        PAGE NO.
                                                                        --------

PART I.  FINANCIAL INFORMATION:

 Consolidated Balance Sheets -

   June 30, 1998 (Unaudited) and December 31, 1997.......................   3
                                                                         
 Consolidated Statements of Income -                                     
                                                                         
   Three months ended June 30, 1998 and June 30, 1997 and Six Months     
                                                                         
   Ended June 30, 1998 and June 30, 1997 (Unaudited).....................   5
                                                                         
 Consolidated Statements of Cash Flows -                                 
                                                                         
   Six months ended June 30, 1998 and June 30, 1997 (Unaudited)..........   6
                                                                         
 Notes to Consolidated Financial Statements (Unaudited)..................   7
                                                                         
 Management's Discussion and Analysis of Results of                      
                                                                         
   Operations and Financial Condition....................................   9
                                                                         
PART II.  OTHER INFORMATION AND SIGNATURE................................  13

                                                                               2

 
                         PART I.  FINANCIAL INFORMATION

                       CHOICE HOTELS INTERNATIONAL, INC.

                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
                                        


 
                                                JUNE 30,   DECEMBER 31,
ASSETS                                           1998        1997
                                             ------------  ------------
                                                     
                                              (UNAUDITED)
 
CURRENT ASSETS
 
 Cash and cash equivalents                       $  6,365      $ 10,282
                                                          
 Receivables (net of allowance                            
  for doubtful accounts of                                
  $5,394 and $7,608, respectively)                 26,868        28,347
                                                          
 Other                                             12,476         9,904
                                                          
 Receivable from Sunburst Hospitality              19,921        25,066
                                                 --------      --------
   Total current assets                            65,630        73,599
                                                          
                                                          
PROPERTY AND EQUIPMENT, AT COST, NET OF                   
 ACCUMULATED DEPRECIATION                          39,146        37,040
                                                          
GOODWILL, NET OF ACCUMULATED AMORTIZATION          67,866        68,792
                                                          
FRANCHISE RIGHTS, NET OF ACCUMULATED                      
AMORTIZATION                                       47,578        48,819
                                                          
INVESTMENT IN FRIENDLY HOTELS, PLC, NET            41,552        17,011
                                                          
OTHER ASSETS                                       24,204        12,935
                                                          
ASSETS HELD FOR SALE                                   --        10,752
                                                          
NOTE RECEIVABLE FROM SUNBURST HOSPITALITY         122,368       117,447
                                                 --------      --------
    Total assets                                 $408,344      $386,395
                                                 ========      ========



   The accompanying notes are an integral part of these consolidated balance
   sheets.

                                                                               3

 
                       CHOICE HOTELS INTERNATIONAL, INC.

                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
                                        


 
 
                                              June 30,   December 31,
                                                1998         1997
                                              ---------  -------------
                                             (UNAUDITED)
                                                   
LIABILITIES & SHAREHOLDERS' EQUITY
 
CURRENT LIABILITIES
 
 Current portion of long-term debt            $ 10,041       $ 15,041
 Accounts payable                               24,149         26,452
 Accrued expenses                               16,302         20,702
 Income taxes payable                            6,754          6,007
                                              --------       --------
 
  Total current liabilities                     57,246         68,202
                                              --------       --------
 
LONG-TERM DEBT                                 283,678        267,780
 
DEFERRED INCOME TAXES AND OTHER                 10,233          1,155
                                              --------       -------- 
 
  Total liabilities                            351,157        337,137
                                              --------       --------
 
SHAREHOLDERS' EQUITY
 
 Common stock, $.01 par value                      604            598
 Additional paid-in capital                     51,561         47,907
 Accumulated other comprehensive income          1,660         (8,316)
 Treasury stock                                (27,029)          (189)
 Retained earnings                              30,391          9,258
                                              --------       --------
  Total shareholders' equity                    57,187         49,258
                                              --------       --------
  Total liabilities & shareholders' equity    $408,344       $386,395
                                              ========       ========




   The accompanying notes are an integral part of these consolidated balance
   sheets.

                                                                               4

 
                       CHOICE HOTELS INTERNATIONAL, INC.
                                        
                       CONSOLIDATED STATEMENTS OF INCOME

              (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



                                                        Three Months Ended   Six Months Ended
                                                       -----------------   ------------------
                                                        June 30, June 30,   June 30,  June 30,
                                                         1998      1997     1998        1997
                                                        -------  -------    -------   --------
                                                           (Unaudited)          (Unaudited)
                                                                         
REVENUES
Royalty fees                                            $29,214    $26,913  $50,058    $45,171
Product sales                                             7,218      5,486   12,374     11,900
Initial franchise fees and relicensing fees               4,235      4,647    7,649      8,831
Other, including partner service revenue                  3,769      3,659    6,427      7,198
European hotel operations                                     -      4,855    1,098      8,588
                                                        -------    -------  -------    -------
 Total revenues                                          44,436     45,560   77,606     81,688
                                                        -------    -------  -------    -------
OPERATING EXPENSES
 
Selling, general and administrative                      12,430     13,733   23,664     24,681
Product cost of sales                                     6,878      5,185   11,608     11,346
Depreciation and amortization                             1,609      2,581    3,550      5,262
European hotel operations                                     -      4,208    1,133      7,889
                                                        -------    -------  -------    -------
 Total operating expenses                                20,917     25,707   39,955     49,178
                                                        -------    -------  -------    -------
OPERATING INCOME                                         23,519     19,853   37,651     32,510
 
OTHER
Interest expense                                          4,925      2,142    9,583      5,008
Interest and dividend income                             (3,240)         -   (5,960)         -
Gain from sale of investments                              (424)         -   (2,190)         -
                                                        -------    -------  -------    -------
 Total other                                              1,261      2,142    1,433      5,008
                                                        -------    -------  -------    -------
INCOME BEFORE INCOME TAXES                               22,258     17,711   36,218     27,502
INCOME TAXES                                              9,270      7,377   15,085     11,455
                                                        -------    -------  -------    -------
NET INCOME                                              $12,988    $10,334  $21,133    $16,047
                                                        =======    =======  =======    =======
Weighted average shares outstanding                      59,255     60,665   59,522     62,674
                                                        =======    =======  =======    =======
DILUTED SHARES OUTSTANDING                               60,387     60,665   60,757     62,674
                                                        =======    =======  =======    =======
BASIC EARNINGS PER SHARE                                  $0.22      $0.17    $0.36      $0.26
                                                        =======    =======  =======    =======
DILUTED EARNINGS PER SHARE                                $0.22      $0.17    $0.35      $0.26
                                                        =======    =======  =======    =======
 


The accompanying notes are an integral part of these consolidated statements of
income.

                                                                               5

 
                       CHOICE HOTELS INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED, IN THOUSANDS)




                                                         Six Months Ended
                                                        ------------------
                                                        June 30,   June 30,
                                                          1998       1997
                                                        --------   -------- 
                                                            (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                             
Net income                                              $ 21,133   $ 16,047
 
Reconciliation of net income to net cash provided by
 operating activities:
  Depreciation and amortization                            5,653      5,262
  Provision for bad debts                                    553        486
  Increase in deferred taxes and other                     2,211      3,179
  Non cash interest and dividend income                   (5,943)         -
 
  Changes in assets and liabilities:
  Change in receivables                                      926      3,700
  Change in inventories and other current assets          (1,713)       542
  Change in current liabilities                           (6,513)   (1,414)
  Change in income taxes payable                             747      2,014
                                                        --------   --------
   NET CASH PROVIDED BY OPERATING ACTIVITIES              17,054     29,816
                                                        --------   --------
 
CASH FLOW FROM INVESTING ACTIVITIES:
 
  Investment in property and equipment                    (5,593)    (6,515)
  Repayments of Sunburst Hospitality advances, net         5,286          -
  Other items, net                                        (8,393)         -
                                                        --------   --------
   NET CASH UTILIZED BY INVESTING ACTIVITIES              (8,700)    (6,515)
                                                        --------   --------
 
CASH FLOW FROM FINANCING ACTIVITIES:
 
  Proceeds from long-term debt                           118,959          -
  Repayment of long-term debt                           (108,061)   (21,775)
  Purchase of treasury stock                             (26,840)         -
  Proceeds from issuance of common stock                   3,671          -
  Transfers to Parent, net                                     -     (1,045)
                                                        --------   --------
   NET CASH UTILIZED BY FINANCING ACTIVITIES             (12,271)   (22,820)
                                                        --------   --------
 
Net change in cash and cash equivalents                   (3,917)       481
Cash and cash equivalents, beginning of period            10,282      2,973
                                                        --------   --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                $  6,365   $  3,454
                                                        ========   ========
 




The accompanying notes are an integral part of these consolidated statements of
cash flows.

                                                                               6

 
                       CHOICE HOTELS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                        
                                        
1.  The accompanying consolidated financial statements of Choice Hotels
International, Inc. (the "Company") and subsidiaries have been prepared by the
Company without audit. Certain information and footnote disclosures normally
included in financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted. The Company believes the
disclosures made are adequate to make the information presented not misleading.
The consolidated financial statements should be read in conjunction with the
consolidated financial statements for the seven month period ended December 31,
1997 and notes thereto included in the Company's Form 10-K, dated March 31,
1998. In the opinion of management, all adjustments (which include any normal
recurring adjustments) considered necessary for a fair presentation have been
included. Interim results are not necessarily indicative of fiscal year
performance because of seasonal and short-term variations. All intercompany
transactions and balances between Choice Hotels International, Inc. and its
subsidiaries have been eliminated. Certain reclassifications have been made to
the prior year amounts to conform to current period presentation.

2.  In January 1998, the Company completed a transaction with Friendly Hotels,
PLC ("Friendly")in which Friendly assumed the master franchise rights for
Choice's Comfort, Quality and Clarion brand hotels throughout Europe (with the
exception of Scandinavia) for the next 10 years.  In exchange, the Company will
receive from Friendly $8.0 million, payable in eight equal annual installments.

As part of the transaction, Friendly acquired European hotels currently owned by
the Company for a total consideration of approximately $26.2 million in
convertible preferred shares and cash.  In exchange for 10 hotels in France, two
in Germany and one in the United Kingdom, the Company received $22.2 million in
new unlisted 5.75 percent convertible preferred shares in Friendly at par,
convertible into one new Friendly ordinary share for every 150p nominal of the
preferred convertible shares.  In addition, Friendly will pay the Company
deferred compensation of $4.0 million in cash, payable by the fifth anniversary
of completion or sooner dependent on the level of future profits of the hotels
acquired.  The European hotels included in this transaction have a carrying
value, which included a cumulative translation adjustment of $(6.6) million,
totaling approximately $19.9 million. The Company had a gain on the sale of $2.0
million, which has been deferred and is presented net of the Investment in
Friendly Hotels, PLC in the accompanying consolidated balance sheets.

3.  In May 1998, the Company issued $100 million senior unsecured notes (the
"Notes"), bearing a coupon rate of 7.125%. The Notes will mature on May 1, 2008,
with interest on the Notes to be paid semi-annually. The Company has used the
net proceeds from the offering of approximately $99 million to repay amounts
outstanding under the Company's $300 million revolving credit facility.

4.  During the six months ended June 30, 1998, the Company's comprehensive
income (consisting of net income plus foreign currency translation adjustments)
exceeded net income by approximately $3 million.

5.  During the second quarter of 1998, the Company changed its presentation of 
marketing and reservation fees such that the fees collected and associated 
expenses are reported net. The Company's franchise agreements require the
payment of franchise fees which include marketing and reservation fees. These
fees, which are based on a percentage of the franchisees' gross room revenues,
are used exclusively to reimburse the Company for expenses associated with
providing such franchise services as central reservation systems, national
marketing, and media advertising. The Company is contractually obligated to
expend the reservation and marketing fees it collects from franchisees in
accordance with the franchise agreements; as such no income or loss to the
Company is generated. All prior periods have been restated to conform to the new
presentation.

The total marketing and reservation fees received by the Company (previously
reported as revenue) were $56.7 million and $43.8 million for the six months
ended June 30, 1998 and June 30, 1997, respectively. Depreciation and
                                                                               7

 
amortization charged to reservation and marketing expenses was $2.2 million and
$1.2 million for the six months ending June 30, 1998 and June 30, 1997,
respectively. Reservation fees and marketing fees not expended in the current
year are carried over to the next fiscal year and expended in accordance with
the franchise agreements. Shortfall amounts are similarly recovered in
subsequent years. Excess or shortfall amounts from the operation of these
programs are recorded as a payable or receivable from the particular fund. The
shortfall amount recorded as a current receivable in other assets on the
Company's balance sheet was $7.2 million and $1.7 million at June 30, 1998 and
December 31, 1997, respectively.

                                                                               8

 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
   --------------------------------------------------------------------------
                                        
The principal factors that affect the Company's results are:  (i) growth in the
number of hotels under franchise, (ii) occupancy and room rates achieved by the
hotels under franchise, (iii) the number and relative mix of franchised hotels,
and (iv) the Company's ability to manage costs.  The number of rooms at
franchised properties and occupancy and room rates at those properties
significantly affect the Company's results because franchise royalty fees are
based upon room revenues at franchised hotels.  The variable overhead costs
associated with franchise system growth are substantially less than incremental
royalty fees generated from new franchisees; therefore, the Company is able to
capture a significant portion of those royalty fees as operating income.

Comparison of Three Month Period Ended June 30, 1998 Operating Results and Three
Month Period Ended June 30, 1997 Operating Results

The Company reported net income of $13.0 million, or $0.22 per diluted share,
for the second quarter ended June 30, 1998, compared to net income for the same
period of 1997 of $10.3 million, or $0.17 per diluted share. The $0.22 per share
includes approximately $0.01 resulting from a sale of certain investments held
by the Company.  Exclusive of this gain, diluted earnings per share increased
23.5% to $0.21 per share from $0.17 per share.  The increase in net income for
the period is attributable to an increase in franchise revenue as a direct
result of the addition of new licensees to the franchise system, increases in
the effective royalty rate achieved for the domestic hotel system and the
control of the Company's selling, general and administrative costs.

Franchise Revenues
- ------------------

In operating the franchise business, the Company collects marketing and
reservation fees and assessments from its franchisees.  The Company is
contractually obligated to disburse these fees for marketing and reservation
activities to be provided on behalf of its franchisees.  Therefore, the Company
presents these fees and expenses on a net basis in the accompanying consolidated
statements of income.  The Company also provides certain services to its
franchisees, specifically a group purchasing program, where the Company utilizes
bulk purchasing power to obtain favorable pricing from third-party vendors for
franchisees.  This program is provided to the franchisees as a service and is
not designed to be a major component of the Company's profitability.  Management
therefore analyzes its franchise business based on revenues net of marketing and
reservation fees and product sales ("net franchise revenues").

Net franchise revenues include royalty fees, initial franchise fees and
relicensing fees earned on contracts signed and other revenues, including
partner service revenue.  Net franchise revenues are dependent upon growth in
the number of franchised properties as well as the underlying performance of the
franchised hotels for continued growth.  The key industry standard for measuring
hotel operating performance is revenue per available room, ("RevPAR"), which is
calculated by multiplying the percentage of occupied rooms by the average daily
room rate realized.

The Company's net franchise revenues were $37.2 million for the three months
ended June 30, 1998 and $35.2 million for the three months ended June 30, 1997.

Total net franchise revenues are computed as follows:


 
(In millions)
                                Three Months Ended   Three Months Ended
                                   June 30, 1998        June 30, 1997
                                -------------------  -------------------
                                               
Total franchise revenues                     $44.4                $40.7
Product sales                                 (7.2)                (5.5)
                                             -----                -----
Total net franchise revenues                 $37.2                $35.2
                                             =====                =====


                                                                               9

 
Royalties increased $2.3 million to $29.2 million in 1998 from $26.9 million in
1997, an increase of 8.6%.  The increase in royalties is attributable to a net
increase of 85 franchisees during the period representing an additional 6,500
rooms added to the system and an increase in the effective royalty rate of the
domestic hotel system to 3.54% from 3.50%.  Also, foreign fees for the three 
months ended June 30, 1998 increased $1.3 million from the three months ended
June 30, 1997. Initial and relicensing fee revenue generated from domestic
franchise contracts signed decreased to $4.2 million from $4.6 million in 1997.
However, total franchise agreements signed in the second quarter 1998 were 198,
as compared to 142 for the second quarter 1997. The decline in initial and
relicensing fee revenue is attributable to certain incentives offered related to
the Company's Sleep Inn brand. The total number of hotels open and under
development, increased to 4,437 from 4,191 an increase of 5.9% for the period
ending June 30, 1998. This represents an increase in the number of rooms open
and under development of 4.6% from 357,451 as of June 30, 1997 to 373,919 as of
June 30, 1998.

Franchise Expenses
- ------------------

The cost to operate the franchising business is reflected in selling, general
and administrative costs. Selling, general and administrative expenses decreased
approximately $1.3 million between years. As a percentage of total net
franchising revenues, total franchising selling, general and administrative
expenses declined to 33.3% for the second quarter of 1998 as compared to 38.9%
for 1997. The improvement in the franchising margins relates to the economies of
scale generated from operating a larger franchisee base and cost control
initiatives.

Product Sales
- -------------

Sales made to franchisees through the Company's group purchasing program
increased $1.7 million (or 30.9%) to $7.2 million for the three months ended
June 30, 1998 from $5.5 million at June 30, 1997.  The group purchasing program
utilizes bulk purchases to obtain favorable pricing from third party vendors for
franchisees ordering similar products.  The Company acts as a "clearing-house"
between the franchisee and the vendor, and orders are shipped directly to the
franchisee.

Product cost of sales decreased $1.7 million (or 32.7%) for the three months
ended June 30, 1998.  The product services margins decreased for the three
months ended June 30, 1998 to 4.7% from 5.5% at June 30, 1997.  This purchasing
program is provided to the franchisees as a service and is not expected to be a
major component of the Company's profitability.

Other
- ------

For the three months ended June 30, 1998, the Company recognized approximately
$569,000 in dividend income from its investment in Friendly and approximately
$2.7 million of interest income from its subordinated term note to Sunburst
Hospitality, Inc.  During the second quarter of 1998, the Company recognized
approximately $424,000 from the sale of certain investments.

                                                                              10

 
Comparison of Six Month Period Ended June 30, 1998 Operating Results and Six
Month Period Ended June 30, 1997 Operating Results

The Company reported net income of $21.1 million, or $0.35 per diluted share,
for the six months ended June 30, 1998, compared to net income for the same
period of 1997 of $16.0 million, or $0.26 per diluted share. The $0.35 per share
includes approximately $0.02 resulting from a sale of certain investments held
by the Company.  Exclusive of this gain, diluted earnings per share increased
26.9% to $0.33 per share from $0.26 per share.  The increase in net income for
the period is primarily attributable to an increase in franchise revenue as a
direct result of the addition of new licensees to the franchise system,
improvements in the operating performance of franchised hotels and the control
of the Company's selling, general and administrative costs.

Franchise Revenues
- ------------------

The Company's net franchise revenues were $64.1 million for the six months ended
June 30, 1998 and $61.2 million for the six months ended June 30, 1997.

Total net franchise revenues are computed as follows:


 
(In millions)
                                June 30, 1998   June 30, 1997
                                --------------  --------------
                                          
Total franchise revenues               $ 76.5          $ 73.1
Product sales                           (12.4)          (11.9)
                                       ------          ------
Total net franchise revenues           $ 64.1          $ 61.2
                                       ======          ======


Royalties increased $5.0 million to $50.1 million in 1998 from $45.1 million in
1997, an increase of 11.1%.  The increase in royalties is attributable to a net
increase of 157 franchisees during the period representing an additional 12,077
rooms added to the system, an improvement in domestic RevPAR of 1.4% and an
increase in the effective royalty rate of the domestic hotel system to 3.50%
from 3.40%.  Also, foreign fees increased $1.6 million for the six months ended
June 30, 1998 from the six months ended June 30, 1997.  Initial fee and
relicensing fee revenue generated from domestic franchise contracts signed
decreased to $7.6 million from $8.8 million in 1997.  However, total franchise
agreements signed in the six months ended June 30, 1998 were 368, as compared to
324 for the six months ended June 30, 1997.  The decline in initial and
relicensing fee revenue is attributable to certain incentives offered related to
the Company's Sleep Inn brand.  The total number of hotels open and under
development increased to 4,437 from 4,191, an increase of 5.9% for the period
ending June 30, 1998.  This represents an increase in the number of rooms open
and under development of 4.6% from 357,451 as of June 30, 1997 to 373,919 as of
June 30, 1998.

Franchise Expenses
- ------------------

Selling, general and administrative expenses declined approximately $1 million
between years. As a percentage of total net franchising revenues, total
franchising selling, general and administrative expenses declined to 36.9% for
the six months ended June 30, 1998 as compared to 40.4% for 1997. The
improvement in the franchising margins relates to the economies of scale
generated from operating a larger franchisee base, cost control initiatives and
improvements in franchised hotel performance.

Product Sales
- -------------

Sales made to franchisees through the Company's group purchasing program
increased $500,000 (or 4.2%) to $12.4 million for the six months ended June 30,
1998 from $11.9 million at June 30, 1997.  The group purchasing program utilizes
bulk purchases to obtain favorable pricing from third party vendors for
franchisees ordering similar products.  The Company acts as a "clearing-house"
between the franchisee and the vendor, and orders are shipped directly to the
franchisee.

                                                                              11

 
Similarly, product cost of sales increased approximately $300,000 (or 2.7%) for
the six months ended June 30, 1998.  The product services margins increased for
the six months ended June 30, 1998 to 6.2% from 4.7% at June 30, 1997.  This
purchasing program is provided to the franchisees as a service and is not
expected to be a major component of the Company's profitability.

Other
- ------

For the six months ended June 30, 1998, the Company recognized approximately
$1.0 million in dividend income from its investment in Friendly and
approximately $4.9 million of interest income from its subordinated term note to
Sunburst Hospitality, Inc.  For the six months ended June 30, 1998, the Company
recognized approximately $2.2 million from the sale of certain investments.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Net cash provided by operating activities was $16.7 million for the six months
ended June 30, 1998, a decrease of approximately $13.1 million from 
$29.8 million for 1997. At June 30, 1998, the total long-term debt outstanding,
including amounts due this year for the Company was $293.7 million.

In May 1998, the Company consummated a $100 million senior unsecured note
offering (the "Notes"), bearing a coupon rate of 7.125%.  The Notes will mature
on May 1, 2008, with interest on the Notes to be paid semi-annually.  The
Company has used the net proceeds from the offering of approximately $99 million
to repay amounts outstanding under the Company's $300 million revolving credit
facility.

The Company believes that cash flow from operations and available financing
capacity is adequate to meet the expected operating, investing, financing and
debt service requirements for the business for the immediate future.

YEAR 2000 COMPLIANCE
- --------------------

The Company's reservations systems, its current software products offered for
license to franchisees as well as its internal financial systems are being
tested for year 2000 compliance. Although the testing of these systems is not
yet complete, the Company does not believe any of the above elements will have a
material impact on the Company's results of operations or financial condition.

FORWARD-LOOKING STATEMENTS
- --------------------------

The statements contained in this document that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.

A number of important factors could cause the Company's actual results for
future periods to differ materially from those expressed in any forward-looking
statements made by, or on behalf of the Company.

Certain statements contained in this Form 10-Q, including those in the section
entitled "Management's Discussion and Analysis of Operating Results and
Financial Condition," contain forward-looking information that involves risk and
uncertainties.  Actual future results and trends may differ materially depending
on a variety of factors discussed in the "Risk Factors" section included in the
Company's SEC filings, including the nature and extent of future competition,
and political, economic and demographic developments in countries where the
Company does business or in the future may do business.

Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.  The Company undertakes no
obligation to revise or update these forward-looking statements.

                                                                              12

 
                           PART II OTHER INFORMATION
                           -------------------------


ITEM 1.         LEGAL PROCEEDINGS
                -----------------

The Company is not party to any litigation, other than routine litigation
incidental to the business of the Company. None of such litigation, either
individually or in the aggregate, is expected to be material to the business,
financial condition or results of operations of the Company.



ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K
                --------------------------------

(a) Exhibits


    Exhibit 10.1 - Agreement and release dated June 16, 1998 between Choice
    Hotels International, Inc. and William R. Floyd.

    Exhibit 10.2 - Employment Agreement dated April 29, 1998 between Choice
    Hotels International, Inc. and Michael J. DeSantis.

    Exhibit 27.01 - Financial Data Schedule - June 30, 1998


(b) The following reports were filed pertaining to the period ended June 30,
    1998.

    None.

                                                                              13

 
                                   SIGNATURE

Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                                     CHOICE HOTELS INTERNATIONAL, INC.

Date: August 10, 1998                /s/ Michael J. DeSantis
      ---------------                -----------------------------
                                     By:  Michael J. DeSantis
                                     Senior Vice President, General Counsel
                                     & Secretary

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