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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 20, 2005


                          CHARTWELL INTERNATIONAL, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

      Nevada                        005-59509                  95-3979080

(State or other                (Commission File No.)          (IRS Employer
jurisdiction of                                             Identification No.)
 incorporation)

                          1124 Smith Street, Suite 304
                              Charleston, WV 25301
                              --------------------
    (Address and telephone number of principal executive offices) (Zip Code)

                                 (304) 345-8700
                                 --------------
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
    14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



<PAGE>



Section 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement

     On April 19, 2005, Chartwell International,  Inc. (the "Company"),  entered
into a Letter of Understanding with Rail Waste Holdings,  LLC ("RWH"). Under the
Letter of  Understanding,  the parties agreed to engage in further  negotiations
regarding a proposed  merger  transaction  between  the Company or a  controlled
assignee  corporation  of the  Company  and RWH.  The  Letter  of  Understanding
proposes that the Company  effect a merger by acquiring  all of the  outstanding
membership  interests  of RWH in exchange  for the  issuance of shares of common
stock of the Company (the "Proposed  Transaction").  The Letter of Understanding
is effective as of April 19, 2005, and terminates  upon the earliest  occurrence
of the  following  events (a) the close of business on May 30, 2005 (b) the date
the  parties  enter into a  definitive  agreement,  or (c) the date on which RWH
receives  written  notice from the Company of its desire to terminate the Letter
of Understanding.

     The proposed material terms of the Proposed  Transaction are subject to (i)
the  satisfactory  completion  of due diligence by the Company and RWH, (ii) the
securing  of  required  capital by the  Company to execute  the  Company's  plan
including  operational  cash  for  RWH  following  the  acquisition,  (iii)  the
completion  of a reverse split of the existing  shares of the  Company's  common
stock,  and  (iv)  the  negotiation,   execution,  and  delivery  of  definitive
agreements for the Proposed Transaction and (v) other customary conditions.  For
more information, see the press release attached as Exhibit 99.

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01 Financial Statements and Exhibits.

     Exhibit No.                Exhibit Description
     -----------                -------------------
         99                     Press release dated April 20, 2005, titled
                                "Chartwell International, Inc. Signs Letter of
                                Understanding With Rail Waste Holdings, LLC."




<PAGE>


                                    SIGNATURE

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


                                            CHARTWELL INTERNATIONAL, INC.,
                                            a Nevada Corporation


Dated:  April 20, 2005                      /s/ Imre Eszenyi
                                            ------------------------------------
                                            Imre Eszenyi,
                                            Vice President
[{"type": "8-K", "sequence": "1", "filename": "for042005.txt", "secsgml_size_bytes": 4758}]
{"company-data": {"conformed-name": "CHARTWELL INTERNATIONAL INC", "cik": "0001041025", "assigned-sic": "7389", "irs-number": "953979080", "state-of-incorporation": "NV", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27395", "film-number": "05762181"}, "business-address": {"street1": "1124 SMITH STREET, SUITE 304", "city": "CHARLESTON", "state": "WV", "zip": "25301", "phone": "3043458700"}, "mail-address": {"street1": "1124 SMITH STREET, SUITE 304", "city": "CHARLESTON", "state": "WV", "zip": "25301"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 20, 2005

                          CHARTWELL INTERNATIONAL, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

      Nevada                        005-59509                  95-3979080

(State or other                (Commission File No.)          (IRS Employer
jurisdiction of                                             Identification No.)
 incorporation)

                          1124 Smith Street, Suite 304
                              Charleston, WV 25301
                              --------------------
    (Address and telephone number of principal executive offices) (Zip Code)

                                 (304) 345-8700
                                 --------------
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
    14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement

     On April 19, 2005, Chartwell International,  Inc. (the "Company"),  entered
into a Letter of Understanding with Rail Waste Holdings,  LLC ("RWH"). Under the
Letter of  Understanding,  the parties agreed to engage in further  negotiations
regarding a proposed  merger  transaction  between  the Company or a  controlled
assignee  corporation  of the  Company  and RWH.  The  Letter  of  Understanding
proposes that the Company  effect a merger by acquiring  all of the  outstanding
membership  interests  of RWH in exchange  for the  issuance of shares of common
stock of the Company (the "Proposed  Transaction").  The Letter of Understanding
is effective as of April 19, 2005, and terminates  upon the earliest  occurrence
of the  following  events (a) the close of business on May 30, 2005 (b) the date
the  parties  enter into a  definitive  agreement,  or (c) the date on which RWH
receives  written  notice from the Company of its desire to terminate the Letter
of Understanding.

     The proposed material terms of the Proposed  Transaction are subject to (i)
the  satisfactory  completion  of due diligence by the Company and RWH, (ii) the
securing  of  required  capital by the  Company to execute  the  Company's  plan
including  operational  cash  for  RWH  following  the  acquisition,  (iii)  the
completion  of a reverse split of the existing  shares of the  Company's  common
stock,  and  (iv)  the  negotiation,   execution,  and  delivery  of  definitive
agreements for the Proposed Transaction and (v) other customary conditions.  For
more information, see the press release attached as Exhibit 99.

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01 Financial Statements and Exhibits.

     Exhibit No.                Exhibit Description
     -----------                -------------------
         99                     Press release dated April 20, 2005, titled
                                "Chartwell International, Inc. Signs Letter of
                                Understanding With Rail Waste Holdings, LLC."
SIGNATURE

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

                                            CHARTWELL INTERNATIONAL, INC.,
                                            a Nevada Corporation

Dated:  April 20, 2005                      /s/ Imre Eszenyi
                                            ------------------------------------
                                            Imre Eszenyi,
                                            Vice President