SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 July 7, 2025

Scott Oaksmith
Chief Financial Officer
Choice Hotels International Inc.
915 Meeting Street
Suite 600
North Bethesda, MD 20852

 Re: Choice Hotels International Inc.
 File No. 001-13393
Dear Scott Oaksmith:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Ms. Babette Cooper
 Mr. Wilson Lee Division of Corporation Finance
 Office of Real Estate & Construction Securities and
Exchange Commission 100 F Street, N.E. Washington, D.C.
20549 Re: Choice Hotels International, Inc. Form
 8-K filed on May 8, 2025 File No. 001-13393
 Dear Ms. Cooper and Mr. Lee: Choice Hotels
International, Inc. (the “Company,” “Choice,” “we,” or “our”) is submitting this letter in response to the comment letter dated June 12, 2025 from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), regarding the Company’s Current Report on Form 8-K filed on May 8, 2025 (the “Form 8-K”). For ease
of reference, we have retyped the text of the Staff’s comments in italics below. Form 8-K filed on
May 8, 2025 Exhibit 99.1 Supplemental Non-GAAP Financial Information

 1.
 We note your adjustment of “Net reimbursable (surplus) deficit from franchised and managed
properties” in order to arrive at Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted Earnings Per Share (EPS), and their related 2025 Outlook measures. Please tell us what consideration you gave to presenting this adjustment on a gross
disaggregated basis where the adjustment is split into two separate line items (i.e. one for revenue and another for expense). Your response should highlight all factors considered that would support and/or not support such a presentation.
 The Company respectfully acknowledges the Staff’s comment and in future filings will present this adjustment on
a gross disaggregated basis where the adjustment is split into two separate line items (i.e. one for “Revenue for reimbursable costs from franchised and managed properties” and another for “Reimbursable expenses from franchised and
managed properties”). We have provided below a revised presentation of the Adjusted EBITDA, the Adjusted Net Income, and the Adjusted Diluted Earnings Per Share (EPS) reconciliations for the three months ended March 31, 2025 and 2024
reflecting this change, and a presentation of the 2025 Outlook for the full year ended December 31, 2025 reflecting this change.

 2.
 Further to our above comment, we note the amounts disclosed for “Net reimbursable deficit from
franchised and managed properties” to arrive at Adjusted EBITDA differs from the amount adjusted to arrive at Adjusted Net Income. Please reconcile the amounts and explain the factors that contributed to differences between the adjustments in
arriving at the two Non-GAAP financial measures that share the same labeling description.
 The Company respectfully notes that the amounts disclosed for “Net reimbursable deficit from franchised and managed properties” to
arrive at Adjusted EBITDA is presented before income tax effects, whereas the “Net reimbursable deficit from franchised and managed properties” to arrive at Adjusted Net Income includes income tax effects. The Company respectfully
acknowledges the Staff’s comment and in future filings will quantify the total income tax effects on the non-GAAP adjustments in a single line item in the Adjusted Net Income reconciliation, the Adjusted
Diluted Earnings Per Share (EPS) reconciliation, and the related Outlook measures. We have provided below a revised presentation of the Adjusted Net Income and the Adjusted Diluted Earnings Per Share (EPS) reconciliations for the three months ended
March 31, 2025 and 2024 reflecting this change, and a presentation of the 2025 Outlook for the full year ended December 31, 2025 reflecting this change.

 Exhibit 6
 CHOICE HOTELS INTERNATIONAL, INC.
 SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION
 (UNAUDITED) EARNINGS BEFORE INTEREST,
TAXES, DEPRECIATION AND AMORTIZATION (“EBITDA”) AND ADJUSTED EBITDA (dollar amounts in thousands)

 Three months ended March 31,

 2025

 2024

 Net income

 $
 44,534

 $
 31,009

 Income tax expense

 15,228

 9,199

 Interest expense

 21,242

 20,181

 Interest income

 (1,559
 )

 (1,731
 )

 Other loss

 436

 1,336

 Equity in net loss of affiliates

 51

 155

 Depreciation and amortization

 13,748

 12,815

 EBITDA

 $
 93,680

 $
 72,964

 Share-based compensation

 5,890

 4,933

 Mark to market adjustments on non-qualified retirement plan investments

 (723
 )

 3,720

 Franchise agreement acquisition costs amortization and charges

 5,386

 3,527

 Revenue for reimbursable costs from franchised and managed properties

 (123,424
 )

 (128,987
 )

 Reimbursable expenses from franchised and managed properties

 143,811

 151,549

 Global ERP system implementation and related costs

 990

 — 

 Business combination, diligence and transition costs

 99

 15,844

 Non-recurring operational restructuring charges and executive severance

 3,930

 791

 Adjusted EBITDA

 $
 129,639

 $
 124,341

 ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS
PER SHARE (EPS) (dollar amounts in thousands, except per share amounts)

 Three months ended March 31,

 2025

 2024

 Net income

 $
 44,534

 $
 31,009

 Loss on investments in equity securities, net of dividend income

 — 

 4,227

 Revenue for reimbursable costs from franchised and managed properties

 (123,424
 )

 (128,987
 )

 Reimbursable expenses from franchised and managed properties

 143,811

 151,549

 Business combination, diligence and transition costs

 99

 15,844

 Non-recurring operational restructuring charges and executive severance

 3,930

 791

 Global ERP system implementation and related costs

 990

 — 

 Income tax expense on adjustments

 (6,297
 )

 (10,772
 )

 Adjusted Net Income

 $
 63,643

 $
 63,661

 Diluted Earnings Per Share

 $
 0.94

 $
 0.62

 Loss on investments in equity securities, net of dividend income

 — 

 0.08

 Revenue for reimbursable costs from franchised and managed properties

 (2.61
 )

 (2.59
 )

 Reimbursable expenses from franchised and managed properties

 3.04

 3.04

 Business combination. diligence and transition costs

 — 

 0.32

 Non-recurring operational restructuring charges and executive severance

 0.08

 0.02

 Global ERP system implementation and related costs

 0.02

 — 

 Income tax expense on adjustments

 (0.13
 )

 (0.21
 )

 Adjusted Diluted Earnings Per Store (EPS)

 $
 1.34

 $
 1.28

 Exhibit 7
 CHOICE HOTELS INTERNATIONAL, INC.
 SUPPLEMENTAL INFORMATION - 2025 OUTLOOK
 (UNAUDITED) Guidance represents the
company’s range of estimated outcomes for the full year ended December 31, 2025 EBITDA & ADJUSTED EBITDA
 (in thousands)

 Full Year Lower Range

 Full Year Upper Range

 Net income

 $
 275,000

 $
 290,000

 Income tax expense

 93,100

 98,100

 Interest expense

 89,800

 89,800

 Interest income

 (6,900
 )

 (6,900
 )

 Other loss

 800

 800

 Equity in net gain of affiliates

 (6,300
 )

 (6,300
 )

 Depreciation and amortization

 57,700

 57,700

 EBITDA

 $
 503,200

 $
 523,200

 Share-based compensation)

 24,400

 24,400

 Mark to market adjustments on non-qualified retirement plan investments

 (700
 )

 (700
 )

 Franchise agreement acquisition costs amortization and charges

 23,000

 23,000

 Revenue for reimbursable costs from franchised and managed properties

 (597,200
 )

 (597,200
 )

 Reimbursable expenses from franchised and managed properties

 652,200

 652,200

 Global ERP system implementation and related costs

 6,100

 6,100

 Non-recurring operational restructuring charges and executive severance

 4,000

 4,000

 Adjusted EBITDA

 $
 615,000

 $
 635,000

 ADJUSTED NET INCOME & DILUTED EARNINGS
PER SHARE (EPS) (in thousands, except per share amounts)

 Full Year Lower Range

 Full Year Upper Range

 Net income

 $
 275,000

 $
 290,000

 Revenue for reimbursable costs from franchised and managed properties

 (597,200
 )

 (597,200
 )

 Reimbursable expenses from franchised and managed properties

 652,200

 652,200

 Global ERP system implementation and related costs

 6,100

 6,100

 Non-recurring operational restructuring charges and executive severance

 4,000

 4,000

 Income tax expense on adjustments

 (16,100
 )

 (16,100
 )

 Adjusted Net Income

 $
 324,000

 $
 339,000

 Diluted Earnings Per Share

 $
 5.86

 $
 6.18

 Revenue for reimbursable costs from franchised and managed properties

 (12.73
 )

 (12.73
 )

 Reimbursable expenses from franchised and managed properties

 13.90

 13.90

 Global ERP system implementation and related costs

 0.13

 0.13

 Non-recurring operational restructuring charges and executive severance

 0.09

 0.09

 Income tax expense on adjustments

 (0.35
 )

 (0.35
 )

 Adjusted Diluted Earnings Per Share (EPS)

 $
 6.90

 $
 7.22

 Please do not hesitate to call me at (301) 592-6659 with any
questions or further comments you may have or if you wish to discuss the above responses.

 Regards,

 CHOICE HOTELS INTERNATIONAL, INC.

 By:

 /s/ Scott E. Oaksmith

 Name:

 Scott E. Oaksmith

 Title:

 Chief Financial Officer

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<TEXT>
 June 12, 2025

Scott Oaksmith
Chief Financial Officer
Choice Hotels International Inc.
915 Meeting Street
Suite 600
North Bethesda, MD 20852

 Re: Choice Hotels International Inc.
 Form 8-K filed on May 8, 2025
 File No. 001-13393
Dear Scott Oaksmith:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K filed on May 8, 2025
Exhibit 99.1
Supplemental Non-GAAP Financial Information

1. We note your adjustment of "Net reimbursable (surplus) deficit from
franchised and
 managed properties" in order to arrive at Adjusted EBITDA, Adjusted Net
Income,
 Adjusted Diluted Earnings Per Share (EPS), and their related 2025
Outlook measures.
 Please tell us what consideration you gave to presenting this adjustment
on a gross
 disaggregated basis where the adjustment is split into two separate line
items (i.e. one
 for revenue and another for expense). Your response should highlight all
factors
 considered that would support and/or not support such a presentation.
2. Further to our above comment, we note the amounts disclosed for "Net
reimbursable
 deficit from franchised and managed properties" to arrive at Adjusted
EBITDA differs
 from the amount adjusted to arrive at Adjusted Net Income. Please
reconcile the
 amounts and explain the factors that contributed to differences between
the
 adjustments in arriving at the two Non-GAAP financial measures that
share the same
 June 12, 2025
Page 2

 labeling description.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
</TEXT>
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CORRESP
1
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CORRESP

 March 18, 2024

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Mergers and Acquisitions

 100
F Street, NE

 Washington, DC 20549

 Attention: Christina
Chalk & Laura McKenzie

Re:
 Choice Hotels International, Inc.

 
 Wyndham Hotels & Resorts, Inc.

 
 Schedule TO-T/A filed on March 11, 2024 and filed by Choice
Hotels

 
 International, Inc. File No. 5-90832

Ladies and Gentlemen:

 On behalf of Choice Hotels
International, Inc. (“we,” “our,” or the “Company”), we submit this letter in response to the comment letter, dated March 11, 2024 (the “Comment Letter”) from the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) and as a follow-up to a telephone conversation between the Company’s outside counsel and the Staff on
March 14, 2023 (the “March 14 Call”), relating to the above-referenced Amendment No. 3 to the Schedule TO-T (the “Third Amendment”), initially
filed by the Company on December 12, 2023 (as amended, the “Schedule TO”). We are concurrently submitting via EDGAR this letter and Amendment No. 4 to the Schedule TO-T (the
“Fourth Amendment”).

 The Staff’s comment is set forth below in italicized text, and our response to the Staff’s comment is set
out immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Fourth Amendment.

Schedule TO-T/A filed March 11, 2024

General

1.
 Please file a revised Schedule TO-T/A reporting the results of the
offer, as required by Rule 14d-3(b)(2). We note that you state in the press release attached as Exhibit (a)(5)(B) to the Schedule TO-T/A that “support from Wyndham
stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage” but do not disclose the number or percentage of shares tendered, as required by the
Rule.

 Response: On the March 14 Call, the Staff stated that Rule
14d-3(b)(2) requires a bidder to disclose the number and percentage of shares tendered in a tender offer when reporting the results of the tender offer in a final amendment to Schedule TO, regardless of
whether the tender offer has been consummated, terminated or expired. As detailed in our letter

to the Staff, dated March 13, 2024, and as further discussed on the March 14 Call, the Company continues to believe that it is not required to disclose the number or percentage of
shares tendered to comply with its obligations under Rule 14d-3(b)(2). Nevertheless, concurrently with submitting this letter, the Company has filed the Fourth Amendment, which discloses the approximate number
and percentage of shares tendered as of the expiration of the Offer.

 *   *   *   *

 Should you have any questions related to the foregoing, please do not hesitate to contact me at (212)
728-8620 or dscalzo@willkie.com.

 Respectfully submitted,

/s/ Danielle Scalzo     

Danielle Scalzo

cc:
 Adam M. Turteltaub, Willkie Farr & Gallagher LLP

 
 Simone Wu, Senior Vice President, General Counsel, Corporate Secretary & External

 
 Affairs, Choice Hotels International, Inc.

 - 2 -

CORRESP
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CORRESP

 March 13, 2024

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Mergers and Acquisitions

 100
F Street, NE

 Washington, DC 20549

 Attention: Christina
Chalk & Laura McKenzie

Re:
 Choice Hotels International, Inc.

Wyndham Hotels & Resorts, Inc.

Schedule TO-T/A filed on March 11, 2024 and filed by Choice Hotels

International, Inc.

File No. 5-90832

Ladies and Gentlemen:

 On behalf of Choice Hotels International,
Inc. (“we,” “our,” or the “Company”), we submit this letter in response to the comment letter, dated March 11, 2024 (the “Comment Letter”), from the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) relating to the above-referenced Amendment No. 3 to the Schedule TO-T (the “Third
Amendment”), initially filed by the Company on December 12, 2023 (as amended, the “Schedule TO”).

 The Staff’s comment
is set forth below in italicized text, and our response to the Staff’s comment is set out immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Third Amendment.

Schedule TO-T/A filed March 11, 2024

General

1.
 Please file a revised Schedule TO-T/A reporting the results of the
offer, as required by Rule 14d-3(b)(2). We note that you state in the press release attached as Exhibit (a)(5)(B) to the Schedule TO-T/A that “support from Wyndham
stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage” but do not disclose the number or percentage of shares tendered, as required by the
Rule.

 Response: The Company acknowledges the Staff’s comment and respectfully submits that the Third
Amendment satisfies the requirement under Rule 14d-3(b)(2) that the bidder “file a final amendment on Schedule TO reporting promptly the results of the tender offer” because the Company disclosed in
the Third Amendment that the Offer expired on March 8, that no shares of Wyndham Hotels & Resorts, Inc. (“Wyndham”) common stock were purchased pursuant to the Offer (including the specific reasons that no purchases
were made) and that the Company instructed the exchange agent to return tendered shares to stockholders.

 1

 Rule 14d-3(b)(2) only requires that the bidder
disclose the “results of the tender offer” and does not, unlike other tender offer rules, expressly require that such disclosure include the number or percentage of shares tendered prior to expiration. While the Company acknowledges that
bidders in consummated tender offers generally disclose this information, such disclosure is relevant with respect to consummated offers because those bidders could not reasonably disclose the results of such offers without including the number of
shares purchased. The Company similarly disclosed the number of shares purchased pursuant to the Offer by disclosing in the Third Amendment that no shares of Wyndham common stock were purchased. The Company reviewed a number of third-party tender
offers that were terminated or otherwise expired, and the Company’s approach in the Third Amendment is consistent with the disclosure in a majority of those precedents. The Third Amendment is also consistent with the Staff’s own guidance
on the disclosure required in announcements of terminated tender offers, which does not include a requirement that offerors include the number or percentage of shares tendered as of termination.1
Had the Staff intended that the specific number of shares tendered prior to termination be included in a termination announcement, we would have expected that the guidance would have contained similar language to the Rules referenced below which
contain such a requirement.

 In contrast to Rule 14d-3(b)(2), certain other tender offer rules
specifically state when offerors must disclose the number of shares tendered as of a relevant date. For example, Rule 14e-1(d) specifically requires that any offeror seeking to extend a tender offer issue
notice of such extension, “which notice shall include disclosure of the approximate number of securities deposited to date.” Similarly, Rule 14d-11(d) specifically requires that a bidder electing to
provide a subsequent offering period must announce the results of the tender offer, “including the approximate number and percentage of securities deposited to date.” In the SEC’s adopting release related to Rule 14d-11, the Staff stated, “The new rule includes a requirement that bidders announce the results of the initial offering period (including the number and percentage of securities tendered) before 9:00 a.m. on
the next business day following the close of the initial offering period. We believe an announcement is necessary to inform remaining security holders whether the offer was successful and whether or not a
back-end merger is imminent.”2 The number and percentage of securities tendered to date may be a material consideration for stockholders where a
subsequent offering period is provided or when an existing offering period has been extended because such information might influence stockholders’ decisions regarding whether to tender (or, in the case of an extension, whether to withdraw
shares already tendered). However, these considerations are not relevant to

1
 Compliance and Disclosure Interpretations Question 101.03 (March 17, 2023) specifically addresses the
disclosure required in press releases announcing the termination of a tender offer, and states that the failure to include “the specific basis for termination” in such an announcement may constitute a material omission under
Section 14(e). As acknowledged by the Staff, the Third Amendment complies with this guidance.

2
 Regulation of Takeovers and Securityholder Communications, Release
No. 33-7760, October 22, 1999.

 - 2 -

stockholders where an offer has been terminated or withdrawn, since stockholders have no further decision to make regarding whether they will tender or withdraw shares pursuant to the tender
offer – making the number or percentage of shares tendered immaterial. In the case of the Offer, there cannot be any reasonable confusion regarding whether the Offer was successfully closed or whether a merger was imminent because the Company
clearly stated that the Offer expired, that no shares of Wyndham stock would be purchased, and that it had instructed the exchange agent to return tendered shares to stockholders.

In light of these differing circumstances and the fact that neither Rule 14d-3(b)(2) nor the
Staff’s recent guidance on terminated offers include an express requirement that the offeror includes the number or percentage of shares tendered, the Company does not believe it is required or necessary to include the number or percentage of
shares tendered to report the results the Offer.

 For the foregoing reasons, the Company believes that the Third Amendment satisfies the
requirements of Rule 14d-3(b)(2).

 *  *   *  *

Should you have any questions related to the foregoing, please do not hesitate to contact me at (212)
728-8620 or dscalzo@willkie.com.

 Respectfully submitted,

 /s/ Danielle Scalzo

Danielle Scalzo

cc:
 Adam M. Turteltaub, Willkie Farr & Gallagher LLP

Simone Wu, Senior Vice President, General Counsel, Corporate Secretary & External

Affairs, Choice Hotels International, Inc.

 - 3 -

CORRESP
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CORRESP

 February 27, 2024

United States Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Finance

 100 F Street, NE

Washington, DC 20549

 Attention: Christina Chalk &
Laura McKenzie

Re:
 Choice Hotels International, Inc. Wyndham Hotels & Resorts, Inc.

Schedule TO-T/A filed on January 26, 2024 and filed by Choice Hotels International, Inc.

File No. 5-90832

Form S-4/A filed on January 26, 2024 and filed by Choice Hotels International, Inc.

File No. 333-275998

 Ladies and
Gentlemen:

 On behalf of Choice Hotels International, Inc. (“we,” “our,” or the “Company”), we submit
this letter in response to the comment letter, dated February 20, 2024 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission relating to the above referenced Amendment
No. 1 to Registration Statement on Form S-4, initially filed by the Company on December 12, 2023 (the “Registration Statement”) and Amendment No. 1 to the Schedule TO-T, initially filed by the Company on December 12, 2023 (the “Schedule TO-T”). We are concurrently submitting via EDGAR this letter, Amendment
No. 2 to the Registration Statement (the “Second Amendment”) and Amendment No. 2 to the Schedule TO-T.

The Staff’s comments are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated
comment. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Second Amendment.

 Schedule TO-T/A and Form S-4/A filed January 26, 2024

 Summary - Reasons for
the Offer, page 18

1.
 We note your response to our prior comment 3. Please expand the disclosure relating to the synergies you
assert will result if the Exchange Offer and Second-Step Mergers are consummated to describe such synergies and specify what information made publicly available by Wyndham supports such assertions.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 20, 21, 34, 57 and 58 of the Second
Amendment.

 United States Securities and Exchange Commission

Division of Corporate Finance

 February 27, 2024

 Page
 2

 Procedure for Tendering, page 69

2.
 We note your revisions made in response to our prior comment 6 clarifying that stockholders may challenge
your interpretation of the terms and conditions of the Offer in a court of competent jurisdiction. Please also make conforming revisions in the Form of Letter of Election and Transmittal and any other applicable documents relating to the Offer.

 Response: In response to the Staff’s comment, the Company has revised the Letter of Election and Transmittal
attached as Exhibit 99.1 to the Second Amendment.

 Conditions to the Offer, page 85

3.
 Refer to our prior comment 11. Please describe any approvals or authorizations, other than those required
under the HSR Act, that you anticipate, based on the information currently available to you, may be required to complete the Exchange Offer.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 6, 29, 81 and 87 of the Second
Amendment.

4.
 Refer to our prior comment 19. We note that your revised disclosure on page 92 that the conditions to the
Offer “may be asserted by Choice regardless of the circumstances giving rise to any such conditions” does not preclude any action or inaction by you. Please revise further to avoid the implication that any circumstances that may
“trigger” an offer condition may be within your control.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 85 of the Second Amendment.

 General

5.
 Refer to our prior comment 27. Please revise your disclosure to clearly state whether the Offer will remain
open for acceptances until all required governmental approvals are obtained and the Competition Law Condition is satisfied.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 4, 22, 60 and 79 of the Second
Amendment.

 * * * *

 United States Securities and Exchange Commission

Division of Corporate Finance

 February 27, 2024

 Page
 3

 Should you have any questions related to the foregoing, please do not hesitate to contact me
at (212) 728-8620 or dscalzo@willkie.com.

 Respectfully submitted,

 /s/ Danielle Scalzo

Danielle Scalzo

cc:
 Adam M. Turteltaub, Willkie Farr & Gallagher LLP

Simone Wu, Senior Vice President, General Counsel, Corporate Secretary & External Affairs, Choice Hotels International, Inc.

CORRESP
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CORRESP

 January 26, 2024

United States Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Finance

 100 F Street, NE

Washington, DC 20549

 Attention: Christina Chalk &
Laura McKenzie

Re:

Choice Hotels International, Inc.

Wyndham Hotels & Resorts, Inc.

Schedule TO-T filed by Choice Hotels International, Inc. on Dec. 12, 2023

File No. 5-90832

Form S-4 filed by Choice Hotels International, Inc. on Dec. 12, 2023

File No. 333-275998

 Ladies and Gentlemen:

 On
behalf of Choice Hotels International, Inc. (“we,” “our,” or the “Company”), we submit this letter in response to the comment letter, dated January 4, 2024 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission relating to the above referenced Registration Statement on Form S-4 as filed by the Company on
December 12, 2023 (the “Registration Statement”) and Schedule TO-T as filed by the Company on December 12, 2023 (the “Schedule
TO-T”). We are concurrently submitting via EDGAR this letter, Amendment No. 1 to the Registration Statement (the “Amendment”) and Amendment No. 1 to the Schedule TO-T.

 The Staff’s comments are summarized below in italicized text, and our responses to the Staff’s comments
are set out immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meanings set forth in S-4.

Schedule TO-T filed December 12, 2023 and Form S-4 filed
December 12, 2023

 Prospectus Cover Page

1.
 Given that this is an early commencement exchange offer, please remove the words “Subject to
Completion” on the cover page of the prospectus. See Question 2 in Section I.E of the Third Supplement (July 2001) to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations.

Response: In response to the Staff’s comment, the Company has revised the cover page of the Amendment.

 United States Securities and Exchange Commission

Division of Corporate Finance

 January 26, 2024

 Page
 2

 Questions and Answers About the Offer, page 1

2.
 We note that on page 5, you refer to certain “obstacles to consummating the Exchange Offer and the
Second-Step Mergers that the Wyndham Board could unilaterally eliminate, including . . . the requirement for a stockholder vote on the Second-Step Mergers, which may be eliminated if the Wyndham Board approves a merger agreement, and the transaction
is consummated, in accordance with Section 251(h) of the DGCL.” It appears, however, that consummating the Second-Step Mergers under Section 251(h) of the DGCL would require bilateral action by both the
Wyndham Board and Purchaser, based on your disclosure on page 81 that Section 251(h) of the DGCL requires a merger agreement between Wyndham and Purchaser and the acquisition by Purchaser of a certain minimum number of shares. As
such, please revise to clarify how the Wyndham Board can unilaterally facilitate a short-form merger under Section 251(h) of the DGCL.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 60 of the Amendment.

Summary - Reasons for the Offer, page 18

3.
 Here and throughout the prospectus, you make assertions regarding the synergies that Choice believes will
result if the Exchange Offer and Second-Step Mergers are consummated. For example, we note the following non-exclusive examples on page 20 of the prospectus:

•

 “Choice believes there are approximately $150 million of annual cost-driven synergies,
the majority of which could be achieved within 24 months following the Second-Step Mergers;”

•

 “Choice expects that at the time the Proposed Transaction closes, it will have a net debt to Adjusted
EBITDA leverage ratio of approximately 5.25x, with a year one interest rate coverage ratio of approximately 3.0x, a long-term leverage target of approximately 3-4x and an expectation to return to its target
leverage range within 24 months of the consummation of the Offer and Second-Step Merger;” and

•

 “Choice also believes that the combined company is expected to grow rapidly at a rate of 7-10% on an annualized basis.”

 Please provide support for these and all
other projected or forecasted figures where they appear in the offer materials. In addition, briefly describe the limitations on these projections such as factors that may cause them not to be realized, including on the timing by which you believe
they will be achieved.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 20,
59 and 60 of the Amendment.

 - 2 -

 United States Securities and Exchange Commission

Division of Corporate Finance

 January 26, 2024

 Page
 3

4.
 The disclosures on pages 20 and 21 of the prospectus contain
non-GAAP financial measures. Please advise us how these disclosures comply with Item 10(e) of Regulation S- K and Rule 100 of Regulation G. Alternatively, provide the
required disclosures or explain in your response letter why compliance with Item 10(e) of Regulation S-K and Rule 100 of Regulation G is not required.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 14 of the Amendment.

Reasons for the Offer, page 58

5.
 We note your characterization of the value of the stock component your offer as $40.50 per share based on
Choice’s closing share price on October 16, 2023. Please revise this disclosure to reflect the market value as of a recent date, consistent with the value set forth on page 10 (as updated per our comment below).

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 19 and 58 of
the Amendment.

 Procedure for Tendering, page 69

6.
 We note your disclosure on page 71 that “Choice’s interpretation of the terms and conditions of
the Offer . . . will be final and binding to the fullest extent permitted by law.” Please revise this statement (and similar statements throughout the prospectus) to to clarify that stockholders may challenge your determinations in a court of
competent jurisdiction.

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on pages 71, 73 and 92 of the Amendment.

 Withdrawal Rights, page 73

7.
 We note your statement in various places that tendered shares may be withdrawn “if Choice has not
accepted shares of Wyndham Common Stock for exchange, at any time following 60 Business Days from commencement of the Offer” (emphasis added). Revise throughout the prospectus to state tendered shares may be withdrawn any time following 60
calendar days from the date the Offer commenced. See Exchange Act Section 14(d)(5).

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 9, 11, 24, 29 and 73 of the
Amendment.

 Effect of the Offer on the Market for the Shares of Wyndham Common Stock, page 83

8.
 The Exchange Offer seeks all outstanding shares of Wyndham Common Stock, includes a majority Minimum Tender
Condition, and states an intent to follow the Offer with Second-Step Mergers that will eliminate any remaining Wyndham Common Stock not

 - 3 -

 United States Securities and Exchange Commission

Division of Corporate Finance

 January 26, 2024

 Page
 4

tendered in the Offer. While you state that Choice intends to cause Purchaser to merge with and into Wyndham and Wyndham into NewCo immediately after the Exchange Offer, the disclosure here
about a possible continuing market for Wyndham Common Stock after the Offer is confusing, given these plans. Please revise to clarify here and in the next section discussing continued listing on the NYSE on page 84.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 32, 83 and 84 of the Amendment.

Conditions to the Offer, page 85

9.
 We note that the Minimum Tender Condition will be judged “as of the date that we accept shares of
Wyndham Common Stock for exchange pursuant to the Offer.” However, as noted below, all conditions to the Offer, including the Minimum Tender Condition, must be judged as of the expiration date of the Offer. Please revise.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5, 21 and 85
of the Amendment.

10.
 We note that the Anti-Takeover Devices Condition will be triggered unless “the Wyndham Board shall have
taken steps to ensure that the Second-Step Mergers can be completed in the short-form manner permitted by Section 251(h) of the DGCL.” Please revise this condition to clarify specific steps that the Wyndham Board must take in
relation to Section 251(h) of the DGCL to avoid triggering this condition.

 Response: In
response to the Staff’s comment, the Company has revised the disclosure on pages 5, 21 and 86 of the Amendment.

11.
 Refer to page 86 and the discussion of the Competition Laws Condition. Please revise to summarize the
approvals or authorizations required to complete the Exchange Offer, other than those required under the HSR Act. For example, if anti-trust laws in other countries will apply, please describe.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 6, 29,
85-86, 94 and 96 of the Amendment.

12.
 Refer to the second bullet point in the discussion of the Competition Laws Condition on page 86 of the
prospectus. Provide further detail about any other approvals, permits, authorizations, etc. which are or may be needed from any other governmental authority besides anti-trust approvals referenced in the first bullet point which may be implicated by
this condition. Include the same expanded disclosure on page 96 under “Regulatory Approvals.”

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 6, 29,
85-86, and 96 of the Amendment.

 - 4 -

 United States Securities and Exchange Commission

Division of Corporate Finance

 January 26, 2024

 Page
 5

13.
 Clause (ii) of the Wyndham Material Adverse Effect definition on page 87 references
anything that “would, or would reasonably be expected to, materially impair the ability of Wyndham or any of its subsidiaries to consummate the Offer or the Second-Step Mergers.” Please confirm the reference to Wyndham, rather than Choice,
is correct and revise the condition to more clearly describe what it is intended to cover.

 Response: In
response to the Staff’s comment, the Company has revised the disclosure on page 87 of the Amendment.

14.
 The first paragraph under the section “Other Conditions to the Offer,” starting on page 88,
states: “None of the following events shall have occurred and be continuing and be of a nature that could reasonably be expected to make it inadvisable for us to complete the Offer or Second-Step Mergers.” All offer conditions other than
conditions related to receipt of regulatory approvals necessary to consummate the Offer must be satisfied or waived as of expiration of the Offer. While an offer condition may relate to or may reference the Second-Step Mergers the disclosure in the
prospectus should be clear that the offer condition itself will be judged as of expiration of the Offer. Please revise your disclosure accordingly.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5, 21, 62, 85 and 88 of the
Amendment.

15.
 We note that the lead-in language to the “Other Conditions to
the Offer” section states: “None of the following events shall have occurred and be continuing and be of a nature that could reasonably be expected to make it inadvisable for us to complete the Offer or Second-Step Mergers.” Please
revise this language to clarify the date as of which such events must “be continuing” in order for such conditions to be triggered. For example, if this language is intended to imply that the condition will only be judged by facts as they
exist at the expiration of the Offer, this is not clear as currently drafted and should be clarified in revised disclosure.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5, 21, 62, 85 and 88 of the
Amendment.

16.
 See the disclosure quoted in the two preceding comments. All offer conditions must be objective and outside
the control of the bidder to avoid an impermissible illusory offer. The language above “that could reasonably be expected to make it inadvisable for us to complete the Offer or Second-Step Mergers” appears to provide the offeror with
discretion to make a secondary decision whether to proceed with or terminate the Offer after the occurrence or non-occurrence of one of the listed offer conditions. In our view, once an offer condition is
“triggered,” the bidder must determine and advise stockholders how it intends to proceed by terminating the Offer or waiving the applicable condition. If there is a secondary determination (whether it is advisable to proceed), this must be
described in reasonable detail, including what factors the decision would be based upon. Please revise your disclosure accordingly.

 - 5 -

 United States Securities and Exchange Commission

Division of Corporate Finance

 January 26, 2024

 Page
 6

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on page 88 of the Amendment.

17.
 You have included a condition that will be triggered by “any general suspension of, or limitation on
times or prices for, trading in securities on any national securities exchange or in the over-the-counter market.” Please revise to explain what would be considered
a limitation on prices for securities on any national securities exchange or in the over-the- counter market, or delete this language.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 89 of the Amendment.

18.
 You have included a condition that will be triggered by “the outbreak or escalation of a war, armed
hostilities or other international or national calamity directly or indirectly involving the United States” (emphasis added). The broad wording of this offer condition gives rise to illusory offer concerns under Regulation 14E, in particular
given ongoing international hostilities. Please revise to narrow or qualify this condition, or advise.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 89 of the Amendment.

19.
 We note the following disclosure on page 92: “Each of the conditions . . . is for the sole benefit of
Choice and may be asserted by Choice regardless of the circumstances (including any action or inaction by us) giving rise to any such conditions.” Offer conditions must be objective and outside the control of the offeror in order to avoid
illusory offer concerns under Regulation 14E. Please revise the language throughout your document relating to the circumstances that may “trigger” an offer condition to avoid the implication that they may be within your control. See
Question 101.02 of the Division of Corporation Finance’s “Tender Offer Rules and Schedules” Compliance and Disclosure Interpretations.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 92 of the Amendment.

20.
 We note your disclosure on page 92 that the conditions “may be waived by Choice in whole or in part at
any time and from time to time in Choice’s sole discretion.” If an event occurs that implicates an offer condition, an offeror must promptly inform security holders whether it will waive the condition and continue with the Offer, or
terminate the Offer based on that condition. In this respect, reserving the right to waive a condition “at any time and from time to time” is inconsistent with your obligation to inform security holders promptly if events occur that
“trigger” an offer condition. Please revise here and later in the same paragraph, where you state that “failure by Choice at any time to exercise any of the foregoing righ

August 26, 2013

Via E-mail
Mr. David L. White
Senior Vice President, Chief Financial Officer and Treasurer
Choice Hotels International, Inc.
10750 Columbia Pike
Silver Spring, Maryland  20901

Re:  Choice Hotels International, Inc.
 Form 10 -K for the year ended December 31, 2012
Filed on February 28, 2013
File No. 001 -13393

Dear Mr. White :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 August 9, 2013

 VIA EDGAR

 Kevin Woody

 Branch Chief

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, DC 20549-6010

Re:

Choice Hotels International, Inc.

Form 10-K for the year ended December 31, 2012

Filed on February 28, 2013

File No. 001-13393

 Dear Mr. Woody:

 We are pleased to respond to the comments included in your letter dated July 29, 2013 regarding our above-referenced filing. For your convenience, your comments are repeated below in bold, followed
by our responses.

 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012

 Franchise System, page 10

1.
We note, in footnote 1, that you have excluded information relating to occupancy, ADR and RevPAR for Cambria Suites properties and Ascend Collection properties. We
also note, on page 13, you state that you have excluded this information because the brand did not have at least 25 units open and operating. In future Exchange Act reports, please revise to include this information or advise us why you believe such
disclosure is not appropriate.

 Response:

 It is the practice of Choice Hotels International, Inc. (“the Company”) not to separately disclose operating statistics for particular brands until the brands have matured and stabilized. This
is due to the fact that, as new franchised hotels commence operations they typically experience a “ramp up” period during which occupancy and average daily rates can fluctuate significantly as the hotel becomes established in its local
market. When these new hotels are part of a new hotel brand system, we believe that these fluctuations are amplified by the fact that there is a relatively small number of hotels operating under the new brand name during this ramp up period, which
can produce operating statistics that are not representative of the operations of a stabilized brand with a relatively larger number of operating hotels. The Company does not believe that the operating statistics for the Cambria Suites or Ascend
Collection brands is material to an understanding of our results as the combined revenues from these brands in the periods in which the operating statistics have not been presented represent less than 1% of our total revenue.

 U.S. Securities and Exchange Commission

  Page
 2
 of 4

 Furthermore, the operating information of our individual franchised hotels is the franchisees’
proprietary information and the inclusion of operating statistics for a brand with a relatively small number of hotels risks the disclosure of those individual franchisees’ operating performance which could put them in an adverse competitive
position.

 As a result, the Company’s disclosure review committee has determined not to include the operating results of a new brand in
the Company’s combined domestic franchise system operating results in the referenced data presentation until the brands are considered to be stabilized, which is when at least 25 units have been open and operating for a twelve month period. The
Company’s Ascend Collection brand achieved this threshold in 2009 and as a result the Company began disclosing the operating statistics for this brand from that period forward. During the periods that Cambria Suites or Ascend Collection did not
meet the criteria to be considered stabilized, the operating statistics for these brands have not been separately disclosed in our Form 10-K. As noted above, the Company does not believe that the operating statistics for these brands is material to
an understanding of our results as the combined revenues from these brands in the periods in which the operating statistics have not been presented represent less than 1% of our total revenues. However, the Company will clarify and expand its
disclosure in future filings as follows:

 “Statistics for average occupancy percentage, ADR and RevPAR have been excluded for the years
in which the operating statistics are not representative of a stabilized brand which the Company defines as having at least 25 units open and operating for a twelve month period”

 Financial Statements

 Notes to Consolidated Financial Statements

Note 9 – Deferred Revenue, page 86

2.
Please explain to us why the amount disclosed relating to loyalty programs has not changed since the prior year.

Response:

 Total deferred revenue
disclosed in Note 9 did not change from December 31, 2011 to December 31, 2012 due to rounding and is a coincidence. Deferred revenue related to the Company’s loyalty programs totaled $64,635,583 and $64,636,574 at December 31,
2012 and 2011, respectively. The Company adjusts its deferred revenue related to its loyalty programs on a monthly basis. During the year ended December 31, 2012, the Company recognized deferred revenue related to its loyalty programs totaling
$79,327,731 and deferred an additional $79,326,740 related to the on-going activities of the loyalty program.

 U.S. Securities and Exchange Commission

  Page
 3
 of 4

 Note 19 – Share-Based Compensation and Capital Stock, page 99

3.
Please tell us if the terms of the long term incentive plans permit the adjustment of outstanding share-based awards at the discretion of management or the
compensation committee in the event that you make changes to your capital structure.

 Response:

The terms of the Company’s long term incentive plans do not permit the adjustment of outstanding share-based awards at the discretion of management
or the compensation committee in the event that the Company makes changes to its capital structure. Instead, the Company’s long-term incentive plans contain provisions requiring that any outstanding awards granted under the plans be
“automatically” adjusted “proportionately” in the event certain capital events occur (such as certain dividends, stock splits, reorganization, recapitalizations, reclassifications, consolidations and spin-offs). In such event,
the compensation committee is required to determine the appropriate proportionate adjustment to prevent dilution or enlargement of the potential benefits of the awards resulting from the changes in capital structure. For example, with respect to the
Company’s special cash dividend declared and paid in 2012 (described on page 99 of the Form 10-K), the proportionate adjustment of the number and exercise price for outstanding stock options was mandatory, but the compensation committee
determined the specific appropriate proportionate adjustment for the outstanding options. See Annex A attached to this letter which contains excerpts of the relevant provisions of the Company’s 2006 and 1997 Long-Term Incentive Plans.

 *        *

 The company acknowledges that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Should you have any questions or wish to discuss the above responses, please do not hesitate to contact
me at (301) 592-5117 or Scott Oaksmith at (301) 592-6659.

Sincerely,

 /s/ David L. White

Senior Vice President, Chief Financial Officer and Treasurer

 U.S. Securities and Exchange Commission

  Page
 4
 of 4

 Annex A

 2006 Long-Term Incentive Plan, Section 11.01

 The maximum number of Shares as to which
Awards may be granted under this Plan, the annual Award limits and the terms of any outstanding Award shall be automatically adjusted proportionately in the event that (i) the Company (A) effects one or more dividends or distributions of
securities, property or cash (other than regular, quarterly cash dividends), stock split-ups, subdivisions or consolidations of Stock or (B) engages in a reorganization, reclassification or spin-off or (ii) there occurs any other event or
transaction that affects the number or kind of Shares outstanding, which the Committee determines that such adjustments are necessary or appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan. Any adjustments required hereunder for Options may be made in accordance with Section 424(a) of the Code and/or Section 409A of the Code, or, except as otherwise expressly provided in this Plan, may be designed to
treat the Shares available under the Plan and subject to Awards as if they were all outstanding on the record date for such event or transaction or to increase the number of such Shares to reflect a deemed reinvestment in Shares of the amount
distributed to the Company’s security holders. Notwithstanding the foregoing or the terms of any Agreement to the contrary, any adjustments required hereunder for any Award shall, to the extent necessary to comply with Section 409A of the
Code, be made in accordance with Section 409A (and any regulations thereunder).

 1997 Long-Term Incentive Plan, Section 11

 In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, or extraordinary dividend or divestiture (including a spin-off), or any other change in the capital structure or shares of the Company, proportionate adjustments shall automatically be made as to the number
and kind of securities subject to this Plan and specified in Section Five of this Plan and as to the number and kind of securities covered by each outstanding Award and, where applicable, the price per share thereunder; provided, however, that with
respect to Incentive Stock Options, such adjustments shall be made in accordance with Section 424(h) of the Code. Notwithstanding the foregoing or the terms of any Award to the contrary, any adjustments required hereunder for any Award shall,
to the extent necessary to comply with Section 409A of the Code, be made in accordance with Section 409A (and any regulations thereunder).

July 29 , 2013

Via E-mail
Mr. David L. White
Senior  Vice President , Chief Financial Officer and Treasurer
Choice Hotels International, Inc.
10750 Columbia Pike
Silver Spring, Maryland 20901

Re: Choice Hotels International, Inc.
 Form 10 -K for the year ended December 31, 2012
Filed on February 2 8, 2013
File No. 001-13393

Dear Mr. White :

We have reviewed your filing an d have the following comment s.  In our comment s, we
may ask you to  provide us with information so we may better understand your disclosure.

Please respond to this letter via EDGAR within ten business days by provi ding the
requested information or by advising us when you will provide the requested response.   If you do
not believe our comment s apply to your facts and circumstances , please tell us why in your
response.

After reviewing the information you provide in response to these comment s, we may
have  additional comments.

Form 10 -K for the year ended December 31, 2 012

Franchise System, page 10

1. We note, in footnote 1, that you have excluded information relating to occupancy, ADR
and RevPAR  for Cambria Suites properties and Ascend Collection properties. We also
note, on page 13, you state that you have excluded this information because the brand did
not have at least 25 units open and operating.   In future Exchange Act reports, please
revise  to include this information or advise us why you believe such disclosure is not
appropriate.

Financial Statements

Notes to Consolidated Financial Statements

9. Deferred Revenue, page 86

Mr. David L. White
Choice Hotels International, Inc.
 July 29 , 2013
 Page 2

 2. Please explain to us why the amount disclosed relating to loyalty programs has not
changed since the prior year.

19. Share -Based Compensation and Capital Stock, page 99

3. Please tell us if the terms of the long term incentive plans permit the adjustment of
outstanding share –based awards at the discretion of management or the compensation
committee in the event that you make changes to your capital structure.

We urge al l persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its  management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide  a written statement from the company
ackn owledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the fil ing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Shannon Sobotka, Staff Accountant, at (202) 551 -3856 or me  at (202) 551 -3629 if
you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman, Attorney Advisor, at (202) 551 -3585 or Jennifer Gowetski , Attorney Advisor
at (202) 551 -3401 with regard to legal com ments.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 January 12, 2012

 VIA EDGAR

 Robert F. Telewicz Jr.

Staff Accountant

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549-6010

Re:

Choice Hotels International, Inc.

Form 10-K for the year ended December 31, 2010

Filed March 1, 2011

File No. 001-13393

 Dear Mr. Telewicz:

 We are pleased to respond to the comments included in your letter dated December 30, 2011 regarding our filings. For your convenience, your comments are repeated below in bold, followed by our
responses.

 FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

 Financial Statements and Notes

 Consolidated Statements of Income, page 72

1.
We note that you have included dividends declared per common share on the face of your Consolidated Statements of Operations versus in the notes to your financial
statements. Tell us how your disclosure complies with the guidance in paragraph 260-10-45-5 of the FASB Accounting Standards Codification.

 Response:

 We agree that dividends declared per common share are not required to be
presented in annual filings on the face of the income statement by FASB Accounting Standards Codification 260 “Earnings Per Share” and should only be disclosed in the notes to financial statements. As a result, in our future annual
filings, we will remove this disclosure from the face of the Consolidated Statements of Operations and in those filings will disclose dividends declared per common share in our footnotes. We will however continue to disclose dividends per common
share on the face of the Consolidated Statements of Operations in our quarterly filings in accordance with the requirements of Rule 10-01(b)(2) of Regulation S-X.

 U.S. Securities and Exchange Commission

  Page
 2
 of 3

 Note 27
– Commitments and Contingencies, pages 115 – 116

2.
Reference is made to your disclosures on page 35 where you indicate that ongoing legal proceedings will not have a material adverse effect individually or
collectively. However, within your footnote disclosures, you only make reference on an individual basis. Please clarify whether ongoing legal proceeding will have a material adverse effect on a collective basis. If it will not, please revise
footnote disclosures in future filings to indicate that fact.

 Response:

We confirm that the company does not expect that the outcome of any of its currently ongoing legal proceedings, individually or collectively, will have a
material adverse effect on the company’s business, financial position, results of operations or cash flow. In future filings, we will revise our footnote disclosures accordingly.

 FORM 10-Q FOR THE PERIODS ENDED MARCH 31, JUNE 30, SEPTEMBER 30, 2011

 Note 1
– Company Information and Significant Accounting Policies

3.
Please clarify whether all adjustments are normal recurring adjustments. If so, please revise future filings to provide a statement to that effect. If not, please
describe in appropriate detail the nature and amount of any adjustments other than normal recurring adjustments. Reference is made to Rule 10 - 1(b)(8) of Regulation S-X.

 Response:

 We confirm that all material adjustments are of a normal recurring nature. The
company currently discloses the following in Note 1 “Company Information and Significant Accounting Policies”:

“In the opinion of management, all adjustments (which include any normal recurring adjustments) considered necessary for a fair
presentation have been included.”

 In future filings, we will revise our disclosure as follows:

“The unaudited consolidated financial statements include all adjustments that are necessary, in the opinion of management, to fairly
present our financial position and results of operations. Except as otherwise disclosed, all adjustments are of a normal recurring nature.”

 *        *

 The company acknowledges
that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filings;

 U.S. Securities and Exchange Commission

  Page
 3
 of 3

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Should you have any questions or wish to discuss the above responses, please do not
hesitate to contact me at (301) 592-5117 or Scott Oaksmith at (301) 592-6659.

Sincerely,

 /s/ David L. White

David L. White

Senior Vice President, Chief Financial Officer & Treasurer

January 12, 2012
 VIA E-Mail

Mr. David L. White Chief Financial Officer Choice Hotels International, Inc. 10750 Columbia Pike Silver Spring, Maryland 20901

Re: Choice Hotels International, Inc.
  Form 10-K for the year  ended December 31, 2010
Filed on March 1, 2011 File No. 001-13393

Dear Mr. David L. White:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

  /s/ Robert F. Telewicz Jr.    Robert F. Telewicz Jr.
 Staff Accountant

December 30, 2011
 Mr. David L. White Chief Financial Officer Choice Hotels International, Inc. 10750 Columbia Pike Silver Spring, Maryland 20901

Re: Choice Hotels International, Inc.
  Form 10-K for the year  ended December 31, 2010
Filed on March 1, 2011 File No. 001-13393

Dear Mr. David L. White:
We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your documents.   In our comments, we
may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.

 After reviewing the information you provide  in response to these comments, we may
have additional comments.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

 Financial Statements and Notes

 Consolidated Statements Of Income, page 72

1. We note that you have included dividends d eclared per common share on the face of your
Consolidated Statements of Operations versus  in the notes to your financial statements.
Tell us how your disclosure complies with th e guidance in paragraph 260-10-45-5 of the
FASB Accounting Standards Codification.

Mr. David L. White Choice Hotels International, Inc. December 30, 2011 Page 2

 Note 27 – Commitments and Contingencies, pages 115 – 116

2. Reference is made to your disclosures on pa ge 35 where you indicate that ongoing legal
proceedings will not have a material advers e effect individually or collectively.
However, within your footnote disclosures,  you only make reference on an individual
basis.   Please clarify whether ongoing lega l proceeding will have a material adverse
effect on a collective basis.   If it will not, please revise footnote disclosures in future
filings to indicate that fact.
 FORM 10-Q FOR THE PERIODS ENDED MARCH 31, JUNE 30, SEPTEMBER 30, 2011

Note 1 – Company Information a nd Significant Accounting Policies

3. Please clarify whether all adjustments are norma l recurring adjustments.   If so, please
revise future filings to provide a statement to  that effect.   If not , please describe in
appropriate detail the nature and amount of any adjustments other than normal recurring
adjustments.   Reference is made to  Rule 10-01(b)(8) of Regulation S-X.

In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Wilson K. Lee at (202)  551 – 3468 or me at (202) 551 – 3438  if you
have any questions.
Sincerely,
  /s/ Robert F. Telewicz Jr.   Robert F. Telewicz Jr.  Staff Accountant

November 4, 2010
 Mr. David L. White Chief Financial Officer Choice Hotels International, Inc. 10750 Columbia Pike Silver Spring, MD 20901
Re: Choice Hotels International, Inc.  Form 10-K for the year ended December 31, 2009
Filed March 1, 2010 Forms 10-Q for the quarters ended March 31 and June 30, 2010 File No. 001-13393

Dear Mr. White:

We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Cicely L. LaMothe Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 October 8, 2010

VIA EDGAR and Facsimile

 Karen J.
Garnett

 Assistant Director

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549-6010

Re:
Choice Hotels International, Inc.

Form 10-K for the year ended December 31, 2009

Filed March 1, 2010

Forms 10-Q for the quarters ended March 31 and June 30, 2010

File No. 001-13393

 Dear
Ms. Garnett:

 We are pleased to respond to the comment included in your letter dated September 28, 2010 regarding
our filings, as indicated above. For your convenience, your comment is repeated below in bold, followed by our response.

 Proxy
Statement on Schedule 14A, filed March 25, 2010

 Annual Incentive Cash Compensation, page 24

1.
We note your response to comment 5 in our letter dated August 17, 2010 and Mr. Pepper’s performance target of overseeing the execution of 430 new
franchise agreements for 2009. Please provide us with the actual number of franchise agreements executed that resulted in the 6% decrease in Mr. Pepper’s 2009 incentive cash compensation, and provide comparable disclosure in future
filings. See Items 402(b)(1)(v) and 402(b)(2)(vii) of Regulation S-K.

 Response:

In 2009, Mr. Pepper oversaw the execution of 371 franchise agreements. In future filings, where applicable, we will provide similar disclosures of
performance targets and actual results for each of our named executive officers for changes to targeted incentive cash compensation attributable to pre-determined performance objectives, subject, of course, to materiality considerations as well as
the competitive harm standard contained in Instruction 4 to Item 402(b) of Regulation S-K

 U.S. Securities and Exchange Commission

Page 2 of 2

 *            *

The company acknowledges that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 staff comments or changes to disclosure in response to staff-comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States,

 Should you have any questions or wish to discuss the above response, please do not
hesitate to contact me at (301) 592-5117 or Ron Parisotto, the company’s General Counsel, at (301) 592-5188.

Sincerely,

/s/ David L. White

Senior Vice President, Chief Financial Officer & Treasurer

September 28, 2010

Mr. David L. White Chief Financial Officer Choice Hotels International, Inc. 10750 Columbia Pike Silver Spring, MD 20901
Re: Choice Hotels International, Inc.  Form 10-K for the year ended December 31, 2009
Filed March 1, 2010 File No. 001-13393
 Dear Mr. White:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.

Proxy Statement on Schedule 14A, filed March 25, 2010

 Compensation Committee, page 15

 1. We note your response to comment 5 in our letter dated August 17, 2010 and Mr.
Pepper’s performance target of overseei ng the execution of 430 new franchise
agreements for 2009.  Please provide us with the actual number of franchise agreements executed that resulted in the 6% decr ease in Mr. Pepper’s 2009 incentive cash
compensation, and provide comparable disc losure in future filings.  See Items
402(b)(1)(v) and 402(b)(2)(vii) of Regulation S-K.     We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. David L. White
Choice Hotels International, Inc. September 28, 2010 Page 2
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact Adam F. Turk at (202) 551-3657 or me at (202) 551-3785 with any
questions.
Sincerely,

Karen J. Garnett Assistant Director

CORRESP
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filename1.htm

Correspondence

 September 14, 2010

VIA EDGAR and Facsimile

 Cicely
L. LaMothe

 Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, DC 20549-6010

Re:
Choice Hotels International, Inc.

Form 10-K for the year ended December 31, 2009

Filed March 1, 2010

Forms 10-Q for the quarters ended March 31 and June 30, 2010

File No. 001-13393

 Dear
Ms. LaMothe:

 We are pleased to respond to the comments included in your letter dated August 17, 2010 regarding our
filings, as indicated above. For your convenience, your comments are repeated below in bold, followed by our responses.

 FORM 10-K FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009

 Franchise System, page 10

1.
Please tell us why the table showing operating results for your combined domestic franchise system excludes results from the Cambria Suites and Ascend Collection
properties. Similarly, please explain why you have excluded these properties from the data on pages 13, 44 and 53. We note that the excluded properties have not been in operation for each of the last five years; however, the increase in the total
number of properties over the last five years suggests that other properties included in the data also were not in your franchise system for each of the last five years.

Response:

 It is the practice of Choice
Hotels International, Inc. (“the Company”) not to separately disclose operating statistics for particular brands until the brands have matured and stabilized. This is due to the fact that, as new franchised hotels commence operations they
typically experience a “ramp up” period during which occupancy and average daily rates can fluctuate significantly as the hotel becomes established in its local market. When these new hotels are part of a new hotel brand system, we believe
that these fluctuations are amplified by the fact that there is a relatively small number of hotels operating under the new brand name during this ramp up period, which can produce operating statistics that are not representative of the operations
of a stabilized brand with a relatively larger number of operating hotels. The Company does not believe that the operating statistics for the Cambria Suites or Ascend Collection brands is material to an understanding of our results as the combined
revenues from these brands represent less than 1% of our total revenue.

 U.S. Securities and Exchange Commission

 Page
 2
 of 5

 Furthermore, the operating information of our individual franchised hotels is the franchisees’
proprietary information and the inclusion of operating statistics for a brand with a relatively small number of hotels risks the disclosure of those individual franchisees’ operating performance which could put them in an adverse competitive
position.

 As a result, the Company’s disclosure review committee has determined not to include the operating results of a new brand in
the Company’s combined domestic franchise system operating results in the referenced data presentation until the brands are considered to be stabilized, which is when at least 25 units have been open and operating for a twelve month period.
Because neither Cambria Suites nor Ascend Collection meet the criteria to be considered stabilized, the operating statistics for these brands have not been separately disclosed in our Form 10-K. As noted above, the Company does not believe that the
operating statistics for these brands is material to an understanding of our results as the combined revenues from these brands represent less than 1% of our total revenues.

Management’s Discussion and Analysis, page 44

2.
We note that your tabular presentation of operating information concerning domestic franchised hotels indicates that statistics represent operations for the period
from December (2008) through November (2009). Please tell us why the period of time for which operating statistics are presented does not correspond to the period of time covered by the audited financial statements and other financial data
presented throughout Management’s Discussion and Analysis.

 Response:

The Company’s royalty, marketing and reservation fees are typically determined as a percentage of gross room revenues of each franchisee. In
accordance with the terms of our franchise agreements, the Company’s franchise fees for the year ended December 31, 2009 are based on our franchisees’ operations for the period from December 1, 2008 to November 30, 2009. As
a result, the operating statistics of our franchised hotels are presented for the period that corresponds with our franchisees’ operations. Franchise fees based on the franchisee gross room revenues for the twelve months from January 1,
2009 through December 31, 2009 would have varied by less than 1% from the total revenues reported.

 Financial Statements and Notes

 Note 1 – Company Information and Significant Accounting Policies

Marketing and Reservation Revenues and Expenses, page 76

3.
 Based on your footnote disclosure, we understand that you record a receivable for marketing and reservation costs incurred in excess of the
cumulative reservation fees earned. Although you believe the large geographically dispersed group of franchisees partially mitigates your credit risk related to this receivable, it is not clear what your

 U.S. Securities and Exchange Commission

 Page
 3
 of 5

policy is for evaluating the collectability of this receivable and whether you have recorded an allowance for possible losses related to the marketing and reservation receivables. Please advise.

 Response:

The Company evaluates the receivable for marketing and reservation costs in excess of cumulative marketing and reservation fees earned on a periodic basis
for collectability. The Company will record an allowance when, based on current information and events, it is probable that we will be unable to collect all amounts due for marketing and reservation activities according to the contractual terms of
the franchise agreements. The receivables are considered to be uncollectible if the expected net, undiscounted cash flows from marketing and reservation activities are less than the carrying amount of the asset.

Based on the Company’s analysis of projected net cash flows from marketing and reservation activities at December 31, 2009, the Company
concluded that the receivable for marketing and reservation activities was fully collectible and as a result no allowance for possible losses was recorded.

The Company will include the disclosure above regarding its policy for evaluating the collectability of receivables from marketing and reservation
activities in its future filings.

 Note 3 – Notes Receivable

Forgivable Notes Receivable, page 81

4.
We note that you provide financing to franchisees in the form of notes receivable that are forgiven and amortized over a period of time in which the franchisee
remains in good standing. It appears that you have recorded the related amortization as an expense in your statements of operations. Please provide the accounting literature you relied upon in determining the appropriate treatment for the cash
consideration given to your franchisees and whether the related consideration and amortization should be reflected as an expense or a reduction to revenue.

Response:

 As you correctly noted, in
certain instances the Company may provide financing to franchisees for property improvements and other purposes. The financing provided under this program is supported by a promissory note executed between the Company and the franchisee in which the
franchisee promises to repay the principal sum together with interest upon maturity unless certain conditions are met throughout the term of the promissory note. The principal sum and related interest are forgiven over the term of the promissory
note if the franchisee remains in the system. If during the term of the promissory note, the franchisee exits our franchise system or is not operating their franchise in accordance with our quality or credit standards, the Company may declare a
default under the promissory note and commence collection efforts with respect to the full amount of the then-current outstanding principal and interest. The Company has recorded these forgivable promissory notes as assets in its consolidated
balance sheets since they meet the definition of an asset as defined in Financial Accounting Standards Board Statements of Financial Accounting Concepts 6 “Elements of Financial Statements”.

 U.S. Securities and Exchange Commission

 Page
 4
 of 5

 In accordance with the terms of the promissory notes, the initial principal sum and related interest are
ratably reduced over the term of the loan on each anniversary date until the outstanding amounts are reduced to zero as long as the franchisee remains within the franchise system and operates in accordance with our quality and brand standards. As a
result, the amounts recorded as an asset on the Company’s consolidated balance sheet are also ratably reduced since the amounts forgiven no longer represent probable future economic benefits to the Company. The Company records the reduction of
its recorded assets through amortization expense on its consolidated statements of income based on the guidance under Accounting Standards Codification 952, “Franchisors” 720, “Other Expenses”, 25 “Recognition”
(“ASC 952-720-25”). ASC 952-720-25 states that:

1.
costs relating to continuing franchise fees shall be expensed as incurred.

2.
indirect costs of a regular and recurring nature that are incurred irrespective of the level of sales shall be expensed as incurred.

The amortization of the principal and interest outstanding under the forgivable promissory notes is ratably recorded over the term of the promissory note
and is not contingent on the level of sales or franchise fees. As a result, the Company has recorded these as an expense in its consolidated statements of income in accordance with ASC 952-720-25. Amortization expense related to forgivable
promissory notes included in the Company’s consolidated statements of income for the years ended December 31, 2009, 2008 and 2007 totaled $2.0 million, $1.8 million and $1.8 million, respectively.

Exhibits

5.
We note that your auditor’s report is dated March 1, 2010 and that your chief executive officer and your chief financial officer certifications
accompanying the report all precede the date of the auditor’s report. Please tell us how management was able to certify its report on your Form 10-K in advance of your auditor’s report on the financial statements and internal control over
financial reporting. In the alternative, please update and refile your certifications with the proper date.

 Response:

 The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) dated their certifications
relating to the Company’s Form 10-K for the fiscal year ended December 31, 2009 on Friday, February 26, 2010. That date was the date that these officers confirmed the substance of their certifications. However, due to various
administrative factors, the Company did not file its Form 10-K until Monday, March 1, 2010 and the Company’s auditors dated their report the same date. Although the CEO and CFO certifications were dated prior to the filing of the Form
10-K, those officers considered all subsequent events through the date of the filing of the Form 10-K and of the audit report prior to the filing of the certifications. In future filings, the Company’s CEO and CFO will date their Form 10-K and
Form 10-Q certifications as of the filing dates of those reports.

 U.S. Securities and Exchange Commission

 Page
 5
 of 5

 Proxy Statement on Schedule 14A, filed March 25, 2010

Annual Incentive Cash Compensation, page 24

6.
We note your disclosure on page 25 that for 2009, Mr. Pepper’s incentive cash compensation was decreased by 6% due to his failure to meet his performance
objective related to overall franchise sales. Supplementally, please provide Mr. Pepper’s performance objective target for overall franchise sales. In future filings please provide similar disclosure for each of your named executive
officers for material changes in incentive cash compensation attributable to pre-determined individual performance objectives. See Item 402(b)(2)(vii) of Regulation S-K.

Response:

 Mr. Pepper’s 2009
performance objective target related to overall franchise sales was to oversee the execution of 430 new franchise agreements during 2009. In future filings, where applicable, we will provide similar disclosures for each of our named executive
officers for material changes to targeted incentive cash compensation attributable to pre-determined performance objectives, subject, of course, to materiality considerations as well as the competitive harm standard contained in Instruction 4 to
Item 402(b) of Regulation S-K.

 *        *

The company acknowledges that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 staff comments or changes to disclosure in response to staff-comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States,

 Should you have any questions or wish to discuss the above responses, please do not
hesitate to contact me at (301) 592-5117 or Scott Oaksmith at (301) 592-6659.

Sincerely,

/s/ David L. White

David L. White

Senior Vice President, Chief Financial Officer & Treasurer

August 17, 2010

Mr. David L. White Chief Financial Officer Choice Hotels International, Inc. 10750 Columbia Pike Silver Spring, MD 20901
Re: Choice Hotels International, Inc.  Form 10-K for the year ended December 31, 2009
Filed March 1, 2010 Forms 10-Q for the quarters ended March 31 and June 30, 2010 File No. 001-13393
 Dear Mr. White:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe  our comments apply to your f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.

FORM 10-K FOR THE FISCAL YE AR ENDED DECEMBER 31, 2009

Franchise System, page 10
 1. Please tell us why the table showing opera ting results for your combined domestic
franchise system excludes results from the Cambria Suites and Ascend Collection properties.  Similarly, please explain w hy you have excluded these properties from
the data on pages 13, 44 and 53.  We note th at the excluded properties have not been
in operation for each of the last five year s; however, the increase in the total number
of properties over the last five years suggests that other properties included in the data
also were not in your franchise system for each of the last five years.
 Management’s Discussion and Analysis, page 44

 2. We note that your tabular presentation of operating information concerning domestic
franchised hotels indicates that statistics represent operations for the period from December (2008) through November (2009).  Please tell us why the period of time
for which operating statistics are presented does not correspond to the period of time

Mr. David L. White
Choice Hotels International, Inc. August 17, 2010
Page 2 of 3
covered by the audited financial statemen ts and other financial data presented
throughout Management’s Di scussion and Analysis.

Financial Statements and Notes

 Note 1 – Company Information a nd Significant Accounting Policies

 Marketing and Reservation Revenues and Expenses, page 76

 3. Based on your footnote disclosure, we unders tand that you record a receivable for
marketing and reservation costs incurred in excess of the cumulative reservation fees
earned.  Although you believe the large geograp hically dispersed group of franchisees
partially mitigates your credit risk related to  this receivable, it is not clear what your
policy is for evaluating the collectability of this receivable and whether you have
recorded an allowance for possible losses related to the marketing and reservation
receivables.  Please advise.
Note 3 – Notes Receivable

 Forgivable Notes Receivable, page 81

4. We note that you provide financing to franchis ees in the form of not es receivable that
are forgiven and amortized over a period of  time in which the franchisee remains in
good standing.  It appears that you have recorded the related amortization as an
expense in your statements of operations .  Please provide the accounting literature
you relied upon in determining the appropria te treatment for the cash consideration
given to your franchisees and whether th e related considerat ion and amortization
should be reflected as an expens e or a reduction to revenue.

Exhibits

5. We note that your auditor’s report is dated March 1, 2010 and that your chief
executive officer and your chief financ ial officer certifications accompanying the
report all precede the date of the auditor’s report.  Please tell us how management was
able to certify its report on your Form 10-K in advance of your auditor’s report on the
financial statements and internal control ove r financial reporting.  In the alternative,
please update and refile your certific ations with the proper date.

Mr. David L. White
Choice Hotels International, Inc. August 17, 2010 Page 3 of 3  Proxy Statement on Schedule 14A, filed March 25, 2010

 Annual Incentive Cash Compensation, page 24

6. We note your disclosure on page 25 th at for 2009, Mr. Pepper’s incentive cash
compensation was decreased by 6% due to his failure to meet his performance
objective related to overall franchise sale s.  Supplementally, please provide Mr.
Pepper’s performance objective target for overa ll franchise sales.  In future filings
please provide similar disclosure for each of your named executive officers for
material changes in incentive cash compensation attributable to pre-determined
individual performance objectives.  See Item 402(b)(2)(vii) of Regulation S-K.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that th e filings include the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Michael P okorny at (202) 551-3714 or myself at (202) 551-3413 if
you have questions regarding comments on the financial statements and related matters.
Please contact Adam Turk at (202) 551-3657 or Karen Garnett at (202) 551-3785 with any
other questions.
Sincerely,

Cicely L. LaMothe Accounting Branch Chief

January 30, 2008
  Mail Stop 4561  Charles A. Ledsinger, Jr. Vice Chairman and Chief Executive Officer Choice Hotels International, Inc. 10750 Columbia Pike Silver Spring, Maryland  20901
Re:  Choice Hotels International, Inc.  Definitive 14A   Filed March 30, 2007
File No. 001-13393
 Dear Mr. Ledsinger:   We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.

 Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3401.
         S i n c e r e l y ,             J e n n i f e r  G o w e t s k i
Attorney-Advisor
cc: Bret Limage (via facsimile)

CORRESP
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Correspondence Letter

 December 19, 2007

 Via EDGAR and Facsimile to (202) 772-9210

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Choice Hotels International, Inc.

 Definitive
14A

 Filed March 30, 2007

 File No. 001-13393

 Dear Ms. Gowetski,

 On behalf of Choice Hotels International, Inc., this responds to your letter of December 5, 2007, in which you commented on our letter to you dated
November 9, 2007, regarding our Definitive Proxy Statement on Schedule 14A for the 2007 Annual Meeting of Shareholders. Each of your comments is set forth below, followed by our response.

 Comment 1

 We have reviewed your response to comment no. 3 and
reissue the comment. Please revise your disclosure in future filings to identify all the component companies of the survey data, including “non-customized” surveys, if you are benchmarking to them. Refer to Item 402(b)(2)(xiv) of
Regulation S-K.

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 December 19, 2007

  Page
 2

 Response

 In the future, we will identify all component companies of any survey that is used for benchmarking purposes.

 Comment 2

 We note your response to comment no. 7. Please disclose your performance targets, or if you intend to exclude these targets, provide on a supplemental
basis a detailed explanation of why you believe disclosure of the targets is not required because it would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402(b)

 Response

 As disclosed on page 17,
the PVRSUs that we grant are subject to conditions that are based upon three- or four-year cumulative EPS compared to EPS targets (the “Performance Goals”) for the applicable term. Therefore, disclosing the Performance Goals for PVRSUs
would by its nature involve disclosure of prospective performance expectations. For the reasons described herein, including the Company’s status as a franchisor-only hotel company, we believe that providing such prospective performance
expectations could result in competitive harm to the Company.

 The Performance Goals, as with the Company’s multi-year business plan
generally, represent material non-public information. The primary competitive harm to the Company that could result from disclosure of the Performance Goals is that franchisees and potential franchisees could use the information to compare our
results to actual performance in determining whether to remain within or join the Choice family of brands. As disclosed in the Company’s Form 10-K:

 “Competition among franchise lodging chains is intense in attracting potential franchisees to
the system, retaining existing franchisees and in generating reservations for franchisees. Franchise contracts are typically long-term in nature, but most allow the hotel owner to opt out of the agreement at mutually agreed upon anniversary dates.
… Since our franchise system revenues are based on franchisees’ gross room revenues, our prospects for growth are largely dependent upon the ability of our franchisees to compete in the lodging market, our ability to convert competitor
franchises and independent hotels to our brands and the ability of our franchisees to obtain financing to construct new hotels.” 1

 1

 Annual Report on Form 10-K, filed on March 1, 2007, at page 17
(“Competition”).

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 December 19, 2007

  Page
 3

 Hotel operators (including current and
prospective Choice franchisees) generally seek to partner their hotels (whether through a franchise relationship or otherwise) with a company or brand that has both a solid financial track record and good prospects for growth.2 For a franchisor such as Choice, projected growth prospects for Choice brands and the Choice system are particularly important to current and prospective
franchisees given the nature of Choice’s stated strategy of attempting to “leverage size, scale and distribution that reduces costs for hotel owners.”3 In addition to cost savings to hotel owners created by Choice’s ability to expand and leverage its franchise system, current and prospective franchisees also seek information related to the size and growth
prospects of the Choice system because they know that a large and growing franchise system will create a larger pool of marketing and advertising funds that Choice will be required to spend for the benefit of its franchisees. This is particularly
true with respect to Choice’s newer, less-developed “growth” brands such as Cambria Suites and Choice’s extended stay hotel brands (Suburban Extended Stay and MainStay Suites), where prospective franchisees have requested
information (and sought contractual commitments) related to brand growth, seeking to gain assurance that Choice’s expects that its “growth” brands to gain momentum and the critical mass of hotels required to drive the continued growth
and success of the Company and its brands.

 As described on pages 2 and
6 of the Company’s Form 10-K, Choice’s business strategy focuses on hotel franchising (i.e., the Company does not own, operate or manage hotels). As such, substantially all of the Company’s revenues and earnings are generated
by royalty and other payments related to the franchise system. Because current and prospective franchisees understand the strong correlation between the Company’s earnings and the results of its franchise operations4, we expect that they would attempt to utilize available earnings information (particularly prospective information) to form an opinion about the prospects of the Choice franchise
system. Thus, there is a unique relationship between the Company’s long-term financial projections and the strength of its franchisee relationship: franchisees will select the Company as a branding partner and remain with the Company in part
because of the Company’s financial strength and perceived business and growth prospects, but at the same time, the Company’s strength and business prospects as reflected in its earnings results depend on its ability to attract and retain
franchisees. Again, this unique relationship is particularly significant with respect to the lesser-developed “growth” hotel brands, where real or perceived evidence of brand growth and momentum creates additional growth and momentum,
while real or perceived evidence to the contrary may lead prospective franchisees to select competitive alternatives.

 Because the
Company does not otherwise disclose three-year or four-year financial projections, disclosure of the Performance Goals in the Company’s proxy statement could be used by existing and potential franchisees to compare reported versus anticipated
results as a surrogate (whether a valid surrogate or not) for evaluating whether the Company is performing as well as projected at the time the Performance Goals were set. In particular, the Company is concerned that its competitors (i.e.,
other hotel franchising companies) could mischaracterize Performance Goals in a way that (correctly or not) may be slanted toward attempting to persuade existing Choice franchisees to exit the system or to dissuade potential franchisees from joining
the Choice system. It is in large part because of this potential harm to the Company’s franchisee relationships from such comparisons

 2

 The desire and business necessity of partnering with a financially solid franchise
partner is not unique to hotel franchising; in fact, the FTC requires the disclosure of financial statements (as Item 21) for franchisors of all business opportunities that are required to prepare the FTC-mandated Uniform Franchise Offering
Circular.

 3

 Annual Report on Form 10-K, filed on March 1, 2007, at page 6
(“Strategy”).

 4

 “The number of properties and rooms franchised under our brands significantly
affects our results.” Annual Report on Form 10-K, filed on March 1, 2007, at page 20.

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 December 19, 2007

  Page
 4

that the Company does not otherwise disclose three- and four-year financial projections. For these reasons, as discussed further below, we believe that the
Performance Goals are exempt from disclosure pursuant to Exemption 4 to FOIA (5 U.S.C. § 552(b)(4)).

 Analysis of
Exemption 4 of the FOIA

 Instruction 4 to Item 402(b) of Regulation S-K,
pertaining to executive compensation, states, “Registrants are not required to disclose target levels with respect to specific quantitative . . . performance-related factors . . . involving confidential trade secrets or confidential commercial
or financial information, the disclosure of which would result in competitive harm for the registrant.” This instruction is similar to and derived from Exemption 4 of the FOIA (“Exemption 4”).5

 There are three requirements for application of Exemption 4:

•

 The information must contain either commercial or financial information;

•

 It must be obtained from a person; and

 •

 The information must be privileged or confidential.6

 The Performance
Goals are “Commercial or Financial” Information. The Performance Goals are commercial and financial information. The United States Court of Appeals for the District of Columbia Circuit has held that “the terms
‘commercial’ and ‘financial’ . . . should be given their ordinary meanings,”7 which very broadly define the business, financial,
policy and internal operations of a person or corporation. Further, information qualifies as “commercial” if it “pertain[s] or relat[es] to or deal[s] with commerce.”8 The United States District Court for the District of Columbia has held that information relating to financial and other expenses of a company is exempt from disclosure.9 In addition, pricing information, cost information and other financial data have been held to

 5

 5 U.S.C.
§ 552(b)(4).

 6

 Critical Mass Energy
Project v. Nuclear Regulatory Commission, 975 F.2d 871 (D.C. Cir. 1992), cert. denied, 507 U.S. 984 (1993).

 7

 Public Citizen Health
Research Group v. FDA, 704 F.2d 1280, 1290 (D.C. Cir. 1983).

 8

 American Airlines, Inc.
v. Nat’l Mediation Bd., 588 F.2d 863, 870 (1978).

 9

 Cortez III Service
Corp., Inc. v. National Aeronautics and Space Administration, 921 F. Supp. 8, 10, 13 (D.D.C. 1996).

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 December 19, 2007

  Page
 5

constitute protected “commercial or financial information.”10 The Performance Goals are both commercial and financial because they directly correspond to indicators of the Company’s financial and operational success as defined by its internal and confidential business plan
at the time the Performance Goals are established. Therefore, based on the ordinary meanings of the terms, the Performance Goals clearly constitute “commercial” and “financial” information within the meaning of Exemption 4.

 The Performance Goals have been Obtained from a
“Person.” The second requirement of Exemption 4 is satisfied because the Performance Goals are derived from the Company, and a company is a “person” under Exemption 4.11

 The Performance Goals are “Confidential” Information. The final requirement of Exemption 4 is that the information be confidential information, the disclosure of which
would result in competitive harm for the registrant. In order for information to qualify, there must be a showing that disclosure of the information would likely result in substantial competitive harm to the person that submitted the
information.12 In National Parks and Conservation Association v. Kleppe,13 the court stated that in order to show “substantial competitive harm,” a party must show that it actually faces competition and that substantial
competitive injury would likely result from disclosure.

 In National
Parks, the court stated that the information it was evaluating qualified as competitively sensitive, noting that “Suppliers, contractors, labor unions and creditors, too, could use such information to bargain for higher prices, wages, or
interest rates, while the [competitors of the company seeking confidential treatment who were not similarly required to disclose such information] would not be similarly exposed.”14 The SEC likewise has acknowledged that competitive harm exists under Exemption 4 when confidential information could be used by customers and suppliers in
their future dealings with a company. In a request for information on royalty rates and distribution fees redacted from a Form 10-Q, the SEC found that making this information public would “hinder [the company’s] negotiation position in
future deals with other companies.”15 In another decision, the Commission found that cost information and manufacturing

 10

 See Landfair v. United States Department of the Army,
645 F. Supp. 325, 328 (D.D.C. 1986); Timken Co. v. United States Customs Service, 491 F. Supp. 557, 559-60 (D.D.C. 1980).

 11

 See Allnet Communication Servs., Inc. v. FCC, 800 F. Supp.
984, 988 (D.D.C. 1992).

 12

 National Parks & Conservation Ass’n v. Morton, 498 F.2d.
765, 770 (D.C. Cir. 1974).

 13

 547 F.2d 673 (D.C. Cir. 1976).

 14

 547 F.2d at 684.

 15

 In re Freedom of Info. Act Appeal of Samuel Schulman, FOIA Release
No. 97, 42 SEC Docket 343 (Nov. 16, 1988).

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 December 19, 2007

  Page
 6

schedules were exempt from disclosure because details of the company’s contract had the potential to harm future business dealings.16 Because franchisees hold a unique position that has elements of being both a customer of and a supplier to the Company, we believe that
competitive harm under Exemption 4 encompasses potential harm to the Company’s franchisee relations and franchisee network.

 The Company faces substantial competition in attracting potential franchisees to its system.17 However, the Company does not otherwise provide franchisees or potential franchisees with its confidential, internal business
projections (including not providing them information on the Performance Goals). The Company provides the market with forward-looking information relating to its EPS performance, but only provides that guidance on a prospective one-year basis (with
applicable updates and revisions, as necessary). Thus, disclosing the Performance Goals approximately 15 months into the 36-month or 48-month performance cycle under the PVRSU program would result in Company disclosures that provide projections more
than one year beyond the guidance that the Company currently publicly discloses, and would disclose that forward-looking information more than one year after it was developed. As a result, franchisees and potential franchisees would have greater
information on both the Company’s internal and confidential perspective of its financial prospects and on how the Company’s internal assessments of that information has evolved over time. The Company believes not only that this information
could be used by franchisees and potential franchisees in an attempt to assess the Company’s prospects for operational strength and brand and system growth, but that this assessment will be capable of being exploited by the Company’s
competitors. In the words of the courts interpreting the FOIA exemption, this type of information is the type that provides an interested party “with valuable insights into the operational strengths and weaknesses”18 of the Company by virtue of understanding its expectations for operating performance in the coming years and on how it has actually
performed as against internally generated goals.

 Moreover, the Company believes that providing two sets of EPS projections,
the one-year projections that the Company currently voluntarily discloses to the public and the three-year and four-year targets comprising the Perf

CORRESP
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filename1.htm

Correspondence Letter

 November 9, 2007

 C O N F I D E N T I A L

 F O R  I N F O R M A T I O N  O F  S E C  S T A F F  O N L Y

 Via EDGAR and facsimile to (202) 772-9210

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Choice Hotels International, Inc.

 Definitive
14A

 Filed March 30, 2007

 File No. 001-13393

 Dear Ms. Gowetski,

 On behalf of Choice Hotels International, Inc., this responds to your letter of August 21, 2007, regarding our Definitive Proxy Statement on Schedule
14A for the 2007 Annual Meeting of Shareholders. Each of your comments is set forth below, followed by our response.

 Definitive Proxy Statement on
Schedule 14A for the 2007 Annual Meeting of Shareholders

 Compensation Discussion and Analysis, page 14

 Comment 1

 Throughout your Compensation Discussion and Analysis, and as to each compensation element, please provide an analysis of how you arrived at and why you paid each of the particular levels and forms of compensation for 2006. For example, you
state on page 16 that the company’s salary pay practice is to target compensation at the competitive median (50th percentile) of the market; however,
actual individual executive officer’s salaries may differ substantially due to individual differences in experience, performance and the relative differences between roles within and outside the organization. You should provide a complete
analysis of the specific factors considered by the committee in determining the amounts paid for salary and the other specified elements as well as how that compared to the target median values or other benchmarks considered.

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 November 9, 2007

 Page 2

 Response

 In the future, we will more
clearly set forth how and why we pay each material element of compensation and where and why we target pay as we do for named executive officers as a group. For example, we will clarify that we establish a competitive median, and use that figure as
a benchmark for establishing a target salary that is within 20% of the competitive median. To the extent that a named executive officer’s actual base salary exceeds the targeted range, we will discuss the rationale and specific factors for such
positioning and actual pay decisions, including but not limited to the extent such decisions are based on subjective assessments.

 Role of
Management, page 14

 Comment 2

 You state on
page 14 that management may prepare and distribute to committee members agenda, meeting documents and company data as well as present specific compensation proposals to the committee. Please expand your disclosure to identify the individual members
of management and briefly describe the role of each individual.

 Response

 In the future, we will identify and discuss in more detail the role of those executive officers who have a material role in determining the amount or form
of compensation for the named executive officers. In addition, we will eliminate discussion of merely procedural or administrative activities, such as attending meetings or assembling information.

 Benchmarking and Pay Positioning, page 15

 Comment 3

 We note that total compensation is targeted to approximate the median compensation of the competitive market data, on a size-adjusted basis, derived from a
consensus of surveys conducted by nationally recognized compensation consulting firms and the median compensation of the Comparison Group. Please expand your disclosure to discuss the role of the competitive market data in benchmarking compensation
and identify the component companies of the survey data, as applicable. In addition, please expand your disclosure to discuss with greater specificity the targets for the individual elements of compensation. If compensation for any named executive
officer is not at the target levels, please disclose and discuss why. Refer to Item 402(b)(2)(xiv) of Regulation S-K.

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 November 9, 2007

 Page 3

 Response

 As stated on page 15,
targeted total compensation is derived from a consensus of surveys and the median compensation of the Comparison Group. In the future, we will describe how we used the competitive market data for benchmarking compensation (i.e., whether one is
weighted more heavily than others and if so, why). As to any “customized” survey, (i.e., one where we have selected the particular companies to be surveyed) we will identify the component companies. As to any other,
“non-customized” survey that includes a large number of companies and/or involves companies across a number of industries, we will identify the survey and discuss the nature of the survey companies (e.g., size scope, industry scope) and
why we chose to use such survey, but typically will not name the component companies in such “non-customized” surveys unless we determine that such information is material to investors’ understanding of our compensation decisions.

 As set forth in our response to Comment 1, in the future, we will discuss in more detail where and why we target pay as we do for each
material element of compensation and, to the extent applicable, discuss why such actual compensation is outside of the targeted range.

 Annual
Incentives, page 16

 Comment 4

 We note your
description of how EPS affects annual bonuses; however, there appears to be minimal analysis of the effect individual performance has on compensation awards. We further note that the EPS-adjusted award for executive officers other than the Vice
Chairman and CEO is adjusted based on the degree of achievement of individual performance objectives and these performance objectives are based in part upon a qualitative evaluation of performance but could also include licensee/customer
satisfaction and RevPAR improvement in addition to other relevant measures.

 Clearly disclose all individual performance objectives for each named
executive officer. Please expand your disclosure to provide additional detail and analysis of how individual performance contributed to actual 2006 compensation for the named executive officers. For example, disclose and discuss in greater detail
the achievement or lack of achievement of any performance objectives based in part upon a qualitative evaluation of performance or licensee/customer satisfaction and RevPAR improvement or any other measures. See Item 402(b)(2)(vii) of
Regulation S-K.

 Response

 In the future, when discussing annual bonuses for the prior fiscal year, we will disclose company-wide financial targets to the extent that, based on the design of the plan,

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 November 9, 2007

 Page 4

information about such goals is material and necessary to an understanding of the plan. For example, a company-wide targeted EPS goal has traditionally been
the primary material factor in determining the amount of an executive’s actual bonus. The Company’s bonus structure typically includes individual goals that may vary from executive to executive and from year to year. Achievement (or not)
of such individual goals may result in adjustments to the bonus amount determined by company EPS. As the plan is currently designed, adjustments based on individual performance goals are not always material. In addition, such adjustments are not
determined formulaically, even if one or more goals are quantitative in nature. Rather, determining an executive’s performance of individual goals involves a subjective assessment of level of achievement by the CEO and/or the Committee. In the
future, we will discuss in more detail an individual executive’s performance with respect to the specific material individual objectives, if any, that have a material impact on determining the amount of the actual bonus earned.

 Comment 5

 We note the target bonuses for 2007 on page 16. Please
clarify whether these target bonuses were the same for 2006.

 Response

 The Company hereby confirms that the target percentages were the same for 2006.

 Comment 6

 We note that, for the purposes of the annual incentive, EPS is adjusted at the discretion of the committee
for certain non-recurring items. Please expand your disclosure to describe the extent of the committee’s discretion in adjusting any incentive award goals, including the EPS goal. In addition, please describe and quantify the non-recurring
items that resulted in the adjustment to EPS.

 Response

 While we believe that the explanation and quantification of the adjustments described on page 17 provide a clear understanding of the discretion that was
exercised by the Committee, the Company will in future filings more specifically identify and quantify any material items that serve as a basis for the Committee’s exercise of discretion.

 Long-Term Incentives, page 17

 Comment 7

 With respect to your long-term incentive awards, we note the number of PVRSUs that vest range from 0% to 200% of the initial grant and is determined three or four years
from the date of grant based upon the actual three or four year cumulative EPS compared to the performance target. Please revise to include the performance targets for 2006 and 2007, including threshold, target and maximum levels, as appropriate.
Alternatively, provide on a supplemental basis a

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 November 9, 2007

 Page 5

detailed explanation of why you believe that disclosure of such targets is not required because it would result in competitive harm such that the targets
could be excluded under Instruction 4 to Item 402(b). You state on page 18 that EPS targets are set at levels intended to motivate high business performance and that these targets are designed to be challenging to attain. To the extent that it
is appropriate to omit specific goals, provide additional discussion and analysis regarding how difficult it will be for the executives or how likely it will be for the registrant to achieve the target goals. Please see Instruction 4 to
Item 402(b) of Regulation S-K.

 Response

 As indicated in our response to Comment 4, in the future, when discussing periods that have ended in the prior fiscal year, we will disclose company-wide financial targets to the extent that, based on the design of
the plan, information about such goals is material and necessary to an understanding of the reported compensation. To the extent that such goals remain confidential and their disclosure would result in competitive harm to the Company (for example,
where disclosure would provide signals to competitors regarding the Company’s business strategy, would assist competitors in evaluating the success of our franchise operations or would harm the Company’s ability to attract or retain
franchisees), the Company will discuss the difficulty of attaining such goals by indicating, for example, whether such goals are higher or lower than past performance standards under the applicable measure or any public guidance that Choice may have
provided at or about the start of the applicable performance period.

 Comment 8

 You state on page 18 that, in 2006, you granted Mr. White restricted stock pursuant to the company’s long-term incentive plan. Please expand your disclosure to quantify the amount of restricted stock
granted, describe any conditions to vesting and discuss why Mr. White was granted restricted stock.

 Response

 In the future, when a grant to a named executive officer reflects material differences from the stated policy for grants, we will provide the basis or
rationale for such grant as well as the material terms of the grant.

 Perquisites and Related Personal Benefits, page 19

 Comment 9

 We note your reference to the Flexible Perquisite Program.
Please expand your disclosure to describe this program, quantify the amount available for each named executive officer under this program and describe all covered expenses under the program.

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 November 9, 2007

 Page 6

 Response

 We believe that the
discussion on page 19 and the disclosure in the footnotes to the Summary Compensation Table, including the information on page 23 under the caption “All Other Compensation,” quantifies and identifies the perquisites provided as required
under Item 402. In the future, we will include a more precise description of the program in our Compensation Discussion and Analysis. Subject to the disclosure thresholds set forth in Instruction 4 to Item 402(c)(2)(ix), in notes to the Summary
Compensation Table we will set forth the amount available to each executive, and identify the covered expenses.

 Potential Payments upon Termination
or Change in Control, page 28

 Comment 10

 We
note the various severance and post-termination arrangements you have with the named executive officers and various scenarios described. In the Compensation Discussion and Analysis, please discuss how these arrangements fit into your overall
compensation objectives and affect the decisions you made regarding other compensation elements and the rationale for decisions made in connection with these arrangements. Also, provide analysis explaining why you structured the terms and payout
levels of these arrangements as you have. Refer to Items 402(j) and 402(b)(1)(iv) of Regulation S-K.

 Response

 In the future, we will describe the rationale for decisions made in connection with these arrangements as well as the material terms. To the extent that
these arrangements affect future decisions about other compensation elements that are reported in the proxy, we will discuss them. We will also discuss why we set the material terms and payout levels where they are.

 Comment 11

 We note your disclosure on page 14 that Mr. Squeri
and Mr. Wielgus are named executive officers for fiscal year 2006 and that their employment will terminate in 2007. Please expand your disclosure to discuss the terms of any agreements, including any specific payments to be paid, with
Mr. Squeri and Mr. Wielgus in connection with their termination in 2007.

 Response

 The material terms of their existing arrangements are set forth under Potential Payments upon Termination or Change in Control. If Mr. Squeri and
Mr. Wielgus are named executive officers in 2007, then we will again discuss their termination arrangements and specify the payments received.

 Certain Relationships and Related Transactions, page 38

 Comment 12

 We note that the company’s Amended and Restated Basic Policies of the Board of Directors

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 November 9, 2007

 Page 7

require board approval of any material transactions between the company and its directors, officers, stockholders, employees or agents and affiliates. Please
expand your disclosure to provide additional information describing your policies and procedures, including any standards to be applied pursuant to the Amended and Restated Basic Policies. Refer to item 404(b)(1) of Regulation S-K.

 Response

 In the future, we will more
clearly describe the policies and procedures applicable to related transaction approval, whether arising under the Amended and Restated Basic Policies or otherwise. To the extent that the policies identify any specific standards that are to be
applied in their administration, we will disclose those standards. Where policies do not require specific procedures or standards, we will note that they rely on general business judgment.

 * * *

 As requested in your comment letter, we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to comments do not foreclose the

CORRESP
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Correspondence Letter

 October 18, 2007

 VIA EDGAR

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

Choice Hotels International, Inc.

Definitive 14A

Filed March 30, 2007

File No. 001-13393

 Dear Ms. Gowetski

 This letter pertains to your correspondence dated August 21, 2007 in which you commented on the Definitive Schedule 14A of Choice Hotels International, Inc. filed on March 30, 2007. Pursuant to a letter to you dated
September 19, 2007, we indicated that we expected to provide our response prior to October 19, 2007. However, as discussed with you earlier this week, we are still in the process of preparing our response and we require additional time for
internal review. Accordingly, we now expect to provide our response to you on or before November 9, 2007.

 If you have any questions, please contact
me at (301) 592-5056.

Very truly yours,

 /s/ Bret Limage

Bret Limage

Assistant General Counsel

August 21, 2007
 Mail Stop 4561
By U.S. Mail and facsimile to (301) 592-6157

Charles A. Ledsinger, Jr. Vice Chairman and Chief Executive Officer Choice Hotels International, Inc. 10750 Columbia Pike Silver Spring, Maryland  20901
Re:  Choice Hotels International, Inc.  Definitive 14A   Filed March 30, 2007
File No. 001-13393
 Dear Mr. Ledsinger:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Charles A. Ledsinger, Jr.
Choice Hotels International, Inc.
August 21, 2007 Page 2  Compensation Discussion and Analysis, page 14

 1. Throughout your Compensati on Discussion and Analysis, and as to each
compensation element, please provide an an alysis of how you a rrived at and why you
paid each of the particular levels and forms of compensation for 2006.  For example, you state on page 16 that the company’s salary  pay practice is to target compensation
at the competitive median (50
th percentile) of the market; however, actual individual
executive officer’s salaries may differ substantially due to indi vidual differences in
experience, performance and the relative diffe rences between roles within and outside
the organization.  You should provide a comp lete analysis of th e specific factors
considered by the committee in determining the amounts paid for salary and the other
specified elements as well as how that compar ed to the target median values or other
benchmarks considered.
 Role of Management, page 14

2. You state on page 14 that management may prepare and distribute to committee
members agenda, meeting documents and co mpany data as well as present specific
compensation proposals to the committee.  Please expand your disclosure to identify
the individual members of management a nd briefly describe the role of each
individual.

Benchmarking and Pay Positioning, page 15

3. We note that total compensation is targeted  to approximate the median compensation
of the competitive market data, on a size-adju sted basis, derived from a consensus of
surveys conducted by nationa lly recognized compensation consulting firms and the
median compensation of the Comparison Group.  Please expand your disclosure to
discuss the role of the competitive market data in benchmarking compensation and identify the component companies of the su rvey data, as applicable.  In addition,
please expand your disclosure to discuss with  greater specificity the targets for the
individual elements of compensation.  If compensation for any named executive officer is not at the target levels, please disclose and discuss why.  Refer to Item
402(b)(2)(xiv) of Regulation S-K.

Annual Incentives, page 16

4. We note your description of how EPS aff ects annual bonuses; howev er, there appears
to be minimal analysis of the effect individual performance has on compensation
awards.  We further note that the EPS-adju sted award for executive officers other
than the Vice Chairman and CEO is adjusted based on the degree of achievement of
individual performance objectives and thes e performance objectives are based in part
upon a qualitative evaluation of performance but could also include licensee/customer
satisfaction and RevPAR improvement in addition to other relevant measures.

Charles A. Ledsinger, Jr.
Choice Hotels International, Inc.
August 21, 2007 Page 3
Clearly disclose all individual performa nce objectives for each named executive
officer.  Please expand your disclosure to provide additional deta il and analysis of
how individual performance contributed to actual 2006 compensation for the named executive officers.  For example, disc lose and discuss in greater detail the
achievement or lack of achievement of a ny performance objectives based in part upon
a qualitative evaluation of  performance or licensee/customer satisfaction and
RevPAR improvement or any other measures .  See Item 402(b)(2)(vii) of Regulation
S-K.
5. We note the target bonuses for 2007 on page 16.  Please clarify whether these target
bonuses were the same for 2006.
 6. We note that, for the purposes of the a nnual incentive, EPS is  adjusted at the
discretion of the committee for certain non -recurring items.  Please expand your
disclosure to describe the extent of th e committee’s discretion in adjusting any
incentive award goals, including the EPS goal.  In addition, please describe and quantify the non-recurr ing items that resulted in the adjustment to EPS.
 Long-Term Incentives, page 17

 7. With respect to your long-term incentive awar ds, we note the number of PVRSUs that
vest range from 0% to 200% of the initial grant and is determined three or four years
from the date of grant based upon the actual three or four year cumulative EPS
compared to the performance target.  Please revise to include the performance targets
for 2006 and 2007, including threshold, target and maximum levels, as appropriate.
Alternatively, provide on a supplemental basis a detailed explanation of why you
believe that disclosure of such targets is not required because it would result in
competitive harm such that the targets coul d be excluded under Instruction 4 to Item
402(b).  You state on page 18 that EPS target s are set at levels intended to motivate
high business performance and that these ta rgets are designed to be challenging to
attain.  To the extent that that it is appropriate to omit specific goals, provide
additional discussion and analysis regarding how difficult it will be for the executives or how likely it will be for the registrant to achieve the target goals.  Please see
Instruction 4 to Item 402(b) of Regulation S-K.
 8. You state on page 18 that, in 2006, you grante d Mr. White restricted stock pursuant to
the company’s long-term incentive plan.  Pl ease expand your disc losure to quantify
the amount of restricted stoc k granted, describe any conditi ons to vesting and discuss
why Mr. White was granted restricted stock.

Perquisites and Related Personal Benefits, page 19

9. We note your reference to the Flexible Perquisite Program.  Please expand your
disclosure to describe this program, qua ntify the amount available for each named

Charles A. Ledsinger, Jr.
Choice Hotels International, Inc.
August 21, 2007 Page 4
executive officer under this program and de scribe all covered expenses under the
program.

Potential Payments upon Termination or Change in Control, page 28

10. We note the various severance and post-ter mination arrangements you have with the
named executive officers and various scenarios described.  In the Compensation Discussion and Analysis, please discuss how these arrangements fit into your overall
compensation objectives and affect th e decisions you made regarding other
compensation elements and the rationale for decisions made in connection with these
arrangements.  Also, provide analysis e xplaining why you structured the terms and
payout levels of these arrangements as you have.  Refer to Items 402(j) and 402(b)(1)(iv) of Regulation S-K.
 11. We note your disclosure on page 14 that Mr. Squeri and Mr. Wielgus are named
executive officers for fiscal year 2006 and that their employment will terminate in
2007.  Please expand your disclosure to discuss the terms of any agreements,
including any specific paymen ts to be paid, with Mr. Squeri and Mr. Wielgus in
connection with their term ination in 2007.
 Certain Relationships and Re lated Transactions, page 38

 12. We note that the company’s Amended and Restated Basic Policies of the Board of
Directors require board appr oval of any material transa ctions between the company
and its directors, officers, stockholders, em ployees or agents and affiliates.  Please
expand your disclosure to provide additiona l information describing your policies and
procedures, including any st andards to be applied pursuant to the Amended and
Restated Basic Policies.  Refer to Item 404(b)(1) of Regulation S-K.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

Charles A. Ledsinger, Jr.
Choice Hotels International, Inc. August 21, 2007 Page 5

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3401 with any questions.

Sincerely,    Jennifer Gowetski Attorney-Advisor

CORRESP
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filename1.htm

Correspondence Letter

 September 20, 2007

 VIA EDGAR

 Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Choice Hotels International, Inc.

 Definitive
14A

 Filed March 30, 2007

 File No. 001-13393

 Dear Ms. Gowetski

 We have received your correspondence dated August 21, 2007 in which you commented on the Definitive Schedule 14A of Choice Hotels International, Inc. filed on March 30, 2007. As indicated to you earlier this
week, while we are in the process of preparing our response, we require additional time for internal preparation and review. Accordingly, we expect to provide our response on or before October 19, 2007.

 If you have any questions, please contact me at (301) 592-5181.

Very truly yours,

 /s/ Paul Mamalian

Paul Mamalian

General Counsel & Secretary