<PAGE>
 
   As filed with the Securities and Exchange Commission on December 10, 1996.

     ---------------------------------------------------------------------
                    REGISTRATION STATEMENT NO. _____________
********************************************************************************


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                       CHOICE HOTELS INTERNATIONAL, INC.
                       ---------------------------------
               (Exact name of issuer as specified in its charter)

     Delaware                                       52-1985619
     ---------                                      ----------
     (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)              Identification No.)
 
     10750 Columbia Pike
     Silver Spring, Maryland                        20901
     -----------------------                        -----
     (Address of Principal                          (Zip Code)
     Executive Offices)

                       CHOICE HOTELS INTERNATIONAL, INC.
               NONQUALIFIED RETIREMENT SAVINGS & INVESTMENT PLAN
               -------------------------------------------------
                            (Full title of the plan)
                                        
                             Edward A. Kubis, Esq.
              Senior Vice President, General Counsel and Secretary
                              10750 Columbia Pike
                            Silver Spring, MD  20901
                            ------------------------
                    (Name and address of agent for service)

                                 (301) 979-6233
                                 --------------
         (Telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE
********************************************************************************
<TABLE>
<CAPTION>
Proposed
Title of             Proposed        Maximum    Maximum      Amount
Each Class of        Amount          Offering   Aggregate    Of
Securities           To Be           Price Per  Offering     Registration
To Be Registered     Registered      Share*     Price*       Fee*
----------------     ----------      ------     ------       ----
<S>                  <C>             <C>        <C>          <C>
 
Common Stock,        2,000,000 Shs.   $15.9375  $31,875,000  $10,992
par value of $.01
per share

********************************************************************************
</TABLE>

(*)  Estimated pursuant to Rule 457 solely for the purpose of calculating the
     registration fee. Estimate based on the average of the high and low share
     prices reported on the New York Stock Exchange for December 6, 1996.
<PAGE>
 
                                 PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Except as set forth below with respect to Items 4, 7, 8 and 9 of Form
S-8, the description of Registrant's common stock contained in the Registrant's
Registration Statement on Form 10 filed on July 11, 1996, as amended, and
Current Report on Form 8-K dated November 5, 1996 are incorporated by reference
into this registration statement.

          All documents subsequently filed by the Choice Hotels International,
Inc. Nonqualified Retirement Savings and Investment Plan (the "Plan") or the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.  Any
statement contained in a documents incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.         Description of Securities.  Not Applicable.
-------         --------------------------                 

Item 6.         Indemnification of Officers and Directors.
-------         ------------------------------------------

          Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Registrant are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer, if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.  Any such indemnification may be made

                                       2
<PAGE>
 
by the corporation only as authorized in each specific case upon a determination
by the stockholders or disinterested directors that indemnification is proper
because the indemnitee has met the applicable standard of conduct.  Article VII
of the Registrant's By-Laws entitles officers, directors and controlling persons
of the Registrant to indemnification to the full extent permitted by Section 145
of DGCL, as the same may be supplemented or amended from time to time.

   Article VII of the Bylaws of Choice Hotels International, Inc. provides:

                               INDEMNIFICATION OF
                   OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

          Section 1.  Action, Other Than by or in the Right of the Corporation.
                      --------------------------------------------------------- 
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or administrative,
and whether external or internal to the Corporation (other than a judicial
action or suit brought by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or trustee of the
Corporation, or that, being or having been such a director, officer, employee or
trustee, he is or was serving at the request of the Corporation as a director,
officer, employee, trustee or agent of another corporation, partnership, joint
venture, trust or other enterprise (all such persons being referred to hereafter
as an "Agent"), against expenses (including attorneys' fees), judgements, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, or any appeal therein, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding -- whether by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
                                                           ---- ----------   
its equivalent -- shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.

          Section 2.  Action, by or in the Right of the Corporation.  The
                      ----------------------------------------------     
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed judicial action or suit
brought by or in the right of the Corporation to procure a judgement in its
favor by reason of the fact that he is or was an Agent (as defined above)
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense, settlement or appeal of such action or suit
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no

                                       3
<PAGE>
 
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
misconduct in the performance of the duty of the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or other such court shall deem proper.

          Section 3.  Determination of Right of Indemnification.  Any
                      ------------------------------------------     
indemnification under Section 1 or 2 (unless ordered by a court) shall be made
by the Corporation unless a determination is reasonably and promptly made (i) by
the Board by a majority vote or a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders, that such person acted in bad faith and in a manner that such
person did not believe to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe that his conduct was unlawful.
 
          Section 4.  Indemnification Against Expenses of Successful Party.
                      -----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent that an
Agent has been successful on the merits or otherwise, including the dismissal of
an action without admission of liability, in defense of any proceeding or in
defense of any claim, issue or matter therein, or on appeal from any such
proceeding, action, claim or matter, such Agent shall be indemnified against all
expenses incurred in connection therewith.

          Section 5.  Advances of Expenses.  Except as limited by Section 6 of
                      ---------------------                                   
this Article, expenses incurred in any action, suit, proceeding or investigation
or any appeal therein shall be paid by the Corporation in advance of the final
disposition of such matter, if the Agent shall undertake to repay such amount in
the event that it is ultimately determined, as provided herein, that such person
is not entitled to indemnification.  Notwithstanding the foregoing, no advance
shall be made by the Corporation if a determination is reasonably and promptly
made by the Board of Directors by a majority vote of a quorum of disinterested
directors, or (if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs) by independent legal counsel in a
written opinion, that, based upon the facts known to the Board or counsel at the
time such determination is made, such person acted in bad faith and in a manner
that such person did not believe to be in or not opposed to the best interests
of the Corporation, or, with respect to any criminal proceeding, that such
person believed or had reasonable cause to believe his conduct was unlawful.  In
no event shall any advance be made in instances where the Board or independent
legal counsel reasonably determines that such person deliberately breached his
duty to the Corporation or its shareholders.

                                       4
<PAGE>
 
          Section 6.  Right of Agent to Indemnification Upon Application;
                      ---------------------------------------------------
Procedure Upon Application.  Any indemnification under Sections 1, 2, and 4, or
---------------------------                                                    
advance under Section 5 of this Article, shall be made promptly, and in any
event within ninety days, upon the written request of the Agent, unless with
respect to applications under Sections 1, 2, and 5, a determination is
reasonably and promptly made by the Board of Directors by a majority vote of a
quorum of disinterested directors that such Agent acted in a manner set forth in
such Sections as to justify the Corporation's not indemnifying or making an
advance to the Agent.  In the event no quorum of disinterested directors is
obtainable, the Board of Directors shall promptly direct that independent legal
counsel shall decide whether the Agent acted in the manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an advance
to the Agent.  The right to indemnification or advances as granted by this
Article shall be enforceable by the Agent in any court of competent
jurisdiction, if the Board or independent legal counsel denies the claim, in
whole or in part, or if no disposition of such claim is made within ninety days.
The Agent's expenses incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such proceeding shall also
be indemnified by the Corporation.

          Section 7.  Contribution.  In order to provide for just and equitable
                      -------------                                            
contribution in circumstances in which the indemnification provided for in this
Article is held by a court of competent jurisdiction to be unavailable to an
indemnitee in whole or in part, the Corporation shall, in such an event, after
taking into account, among other things, contributions by other directors and
officers of the Corporation pursuant to indemnification agreements or otherwise,
and in the absence of personal enrichment, acts of intentional fraud or
dishonesty or criminal conduct on the part of the agent, contribute to the
payment of Agent's losses to the extent that, after other contributions are
taken into account, such losses exceed:  (i) in the case of a director of the
Corporation or any of its subsidiaries who is not an officer of the Corporation
or any of such subsidiaries, the amount of fees paid to him for serving as a
director during the 12 months preceding the commencement of the suit, proceeding
or investigation; or (ii) in the case of a director of the Corporation or any of
its subsidiaries who is also an officer of the Corporation or any of such
subsidiaries, the amount set forth in clause (i) plus 5% of the aggregate cash
compensation paid to said director for service in such office(s) during the 12
months preceding the commencement of the suit, proceeding or investigation; or
(iii) in the case of an officer of the Corporation or any of the subsidiaries,
5% of the aggregate cash compensation paid to such officer for service in such
office(s) during the 12 months preceding the commencement of such suit,
proceeding or investigation.

          Section 8.  Other Rights and Remedies.  The indemnification provided
                      --------------------------                              
by this Article shall not be deemed exclusive of, and shall not affect, any
other rights to which an Agent seeking indemnification may be entitled under any
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official

                                       5
<PAGE>
 
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an Agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.  All
rights to indemnification under this Article shall be deemed to be provided by a
contract between the Corporation and the Agent who serves in such capacity at
any time while these bylaws and other relevant provisions of the general
corporation law and other modification thereof shall not affect any rights or
obligations then existing.

          Section 9.  Insurance.  Upon resolution passed by the Board, the
                      ----------                                          
Corporation may purchase and maintain insurance on behalf of any person who is
or was an Agent against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.  The Corporation may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.

          Section 10.  Constituent Corporations.  For the purposes of this
                       -------------------------                          
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employees, or
trustee of such a constituent corporation or who, being or having been such a
director, officer employee or trustee, is or was serving at the request of such
constituent corporation as a director, officer, employee, trustee of another
corporation, partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this Article with respect to the
resulting or surviving corporation as he would if he had served the resulting or
surviving corporation in the same capacity.

          Section 11.  Other Enterprises, Fines, and Serving at Corporation's
                       ------------------------------------------------------
Request. For purposes of this Article, references to "other enterprises" in
--------                                                                   
Sections 1 and 7 shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service by Agent as director, officer, employee, trustee or
agent of the Corporation which imposes duties on, or involves services by, such
Agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interests of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

          Section 12.  Savings Clause.  If this Article or any portion hereof
                       ---------------                                       
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Agent as to expenses
(including attorneys' fees),

                                       6
<PAGE>
 
judgements, fines and amounts paid in settlement with respect to any action,
suit, appeal, proceeding or investigation, whether civil, criminal or
administrative, and whether internal or external, including a grand jury
proceeding and an action or suit brought by or in the right of the Corporation,
to the full extent permitted by any applicable portion of this Article that
shall not have been invalidated, or by any other applicable law.

          The Registrant has entered into separate indemnification agreements
with directors and officers of the Registrant, pursuant to which the Registrant
will indemnify such directors and officers to the fullest extent permitted by
Delaware law, as the same may be amended from time to time.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.         Exemptions from Registration Claimed.  None.
-------         -------------------------------------       

Item 8.         Exhibits.
-------         ---------

4               Choice Hotels International, Inc. Nonqualified Retirement
                Savings & Investment Plan.

5               Opinion regarding legality of shares to be offered.

23(i)           Consent of Arthur Andersen LLP.

23(ii)          Consent of Edward A. Kubis, Esq. (included in Exhibit 5)

24              Powers of Attorney authorizing execution of registration
                statement of Form S-8 on behalf of certain directors of
                Registrant.

Item 9.         Undertaking.
-------         ------------

                (a)   Rule 415 Offering.
                      ------------------

                The undersigned Registrant hereby undertakes:

                (1)   To file, during any period in which offers or sales are
                      being made, a post-effective amendment to this
                      registration statement;

                                       7
<PAGE>
 
                (i)    To include any prospectus required by Section 10 (a) (3)
                       of the Securities Act of 1933;

                (ii)   To reflect in the prospectus any facts or events arising
                       after the effective date of the registration statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represent a
                       fundamental change in the information set forth in the
                       registration statement;

                (iii)  To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;

          provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
          --------  -------                                                     
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
 
          (b)   Filings incorporating subsequent Exchange Act documents by
                ----------------------------------------------------------
                reference.
                ---------

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13 (a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)   Request for acceleration of effectiveness or filing of
                ------------------------------------------------------
                registration statement on Form S-8.
                ---------------------------------- 

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is

                                       8
<PAGE>
 
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
 

                                   SIGNATURES
                                   ----------

          The Registrant.  Pursuant to the requirements of the Securities Act of
          ---------------                                                       
1933, the Registrant certifies that it meets all of the requirements for filing
on Form S-8, and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Silver
Spring, State of Maryland, on this 10th day of December, 1996.

                                 CHOICE HOTELS INTERNATIONAL, INC.


                                 By:      /s/ Edward A. Kubis
                                    -----------------------------
                                          Edward A. Kubis
                                          Secretary
 
          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

Signature                Title                                Date
---------                -----                                ----
                                                       
                                                       
*                        Executive Chairman                   December 10, 1996
---------------------    of the Board and Director     
Stewart Bainum, Jr.                                    
                                                       
                                                       
*                        Vice Chairman of the Board,          December 10, 1996
---------------------    Chief Executive Officer and   
William R. Floyd         Director                      
                                                       
                                                       
                                                       
                                                       
*                        Director                             December 10, 1996
---------------------                                  
Stewart Bainum

                                       9
<PAGE>
 
                                                       
*                       
---------------------     Director                            December 10, 1996
Barbara Bainum                                                                 
                                                                               
                                                                               
*                                                                              
---------------------     Director                            December 10, 1996
Paul A. Gould                                                                  
                                                                               
                                                                               
*                                                                              
---------------------     Director                            December 10, 1996
Frederic V. Malek                                                              
                                                                               
                                                                               
*                                                                              
---------------------     Director                            December 10, 1996
Jerry E. Robertson                                                             
                                                                               
                                                                               
*                                                                              
---------------------     Director                            December 10, 1996
Robert C. Hazard, Jr.                                                          
                                                                               
                                                                               
*                                                                              
---------------------     Director                            December 10, 1996
Gerald W. Petitt                                                               
                                                                               
                                                                               
*                                                                              
---------------------     Executive Vice President,           December 10, 1996
James A. MacCutcheon      Chief Financial Officer,                             
                          and Treasurer (Principal                             
                          Financial Officer)                                   
                                                                               
*                                                                              
---------------------     Vice President and Controller       December 10, 1996
Charles G. Warczak, Jr.   (Principal Accounting Officer)             



*   By:     /s/ Edward A. Kubis
       ---------------------------
    Edward A. Kubis
    Attorney-in-fact

                                       10
<PAGE>
 
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
--------                                                                  
trustee (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on December 10, 1996.

                                CHOICE HOTELS INTERNATIONAL, INC. 
                                RETIREMENT SAVINGS & INVESTMENT PLAN

                                 By:   CHASE MANHATTAN BANK

                                    By:     /s/ Catherine E. Kidder
                                       -------------------------------------
                                              Assistant Vice President
                                       -------------------------------------
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE BENEFIT PLAN", "secsgml_size_bytes": 33446}]
{"company-data": {"conformed-name": "CHOICE HOTELS HOLDINGS INC", "cik": "0001018146", "assigned-sic": "7011", "irs-number": "521985619", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17575", "film-number": "96678665"}, "business-address": {"street1": "10750 COLUMBIA PIKE", "city": "SILVER SPRING", "state": "MD", "zip": "20901", "phone": "3015935600"}}
As filed with the Securities and Exchange Commission on December 10, 1996.

     ---------------------------------------------------------------------
                    REGISTRATION STATEMENT NO. _____________
********************************************************************************

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                       CHOICE HOTELS INTERNATIONAL, INC.
                       ---------------------------------
               (Exact name of issuer as specified in its charter)

     Delaware                                       52-1985619
     ---------                                      ----------
     (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)              Identification No.)
 
     10750 Columbia Pike
     Silver Spring, Maryland                        20901
     -----------------------                        -----
     (Address of Principal                          (Zip Code)
     Executive Offices)

                       CHOICE HOTELS INTERNATIONAL, INC.
               NONQUALIFIED RETIREMENT SAVINGS & INVESTMENT PLAN
               -------------------------------------------------
                            (Full title of the plan)
                                        
                             Edward A. Kubis, Esq.
              Senior Vice President, General Counsel and Secretary
                              10750 Columbia Pike
                            Silver Spring, MD  20901
                            ------------------------
                    (Name and address of agent for service)

                                 (301) 979-6233
                                 --------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
********************************************************************************
Proposed
Title of             Proposed        Maximum    Maximum      Amount
Each Class of        Amount          Offering   Aggregate    Of
Securities           To Be           Price Per  Offering     Registration
To Be Registered     Registered      Share*     Price*       Fee*
----------------     ----------      ------     ------       ----
Common Stock,        2,000,000 Shs.   $15.9375  $31,875,000  $10,992
par value of $.01
per share

********************************************************************************
(*)  Estimated pursuant to Rule 457 solely for the purpose of calculating the
     registration fee. Estimate based on the average of the high and low share
     prices reported on the New York Stock Exchange for December 6, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Except as set forth below with respect to Items 4, 7, 8 and 9 of Form
S-8, the description of Registrant's common stock contained in the Registrant's
Registration Statement on Form 10 filed on July 11, 1996, as amended, and
Current Report on Form 8-K dated November 5, 1996 are incorporated by reference
into this registration statement.

          All documents subsequently filed by the Choice Hotels International,
Inc. Nonqualified Retirement Savings and Investment Plan (the "Plan") or the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.  Any
statement contained in a documents incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.         Description of Securities.  Not Applicable.
-------         --------------------------                 

Item 6.         Indemnification of Officers and Directors.
-------         ------------------------------------------

          Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Registrant are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer, if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.  Any such indemnification may be made

                                       2
by the corporation only as authorized in each specific case upon a determination
by the stockholders or disinterested directors that indemnification is proper
because the indemnitee has met the applicable standard of conduct.  Article VII
of the Registrant's By-Laws entitles officers, directors and controlling persons
of the Registrant to indemnification to the full extent permitted by Section 145
of DGCL, as the same may be supplemented or amended from time to time.

   Article VII of the Bylaws of Choice Hotels International, Inc. provides:

                               INDEMNIFICATION OF
                   OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

          Section 1.  Action, Other Than by or in the Right of the Corporation.
                      --------------------------------------------------------- 
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or administrative,
and whether external or internal to the Corporation (other than a judicial
action or suit brought by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or trustee of the
Corporation, or that, being or having been such a director, officer, employee or
trustee, he is or was serving at the request of the Corporation as a director,
officer, employee, trustee or agent of another corporation, partnership, joint
venture, trust or other enterprise (all such persons being referred to hereafter
as an "Agent"), against expenses (including attorneys' fees), judgements, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, or any appeal therein, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding -- whether by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
                                                           ---- ----------   
its equivalent -- shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.

          Section 2.  Action, by or in the Right of the Corporation.  The
                      ----------------------------------------------     
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed judicial action or suit
brought by or in the right of the Corporation to procure a judgement in its
favor by reason of the fact that he is or was an Agent (as defined above)
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense, settlement or appeal of such action or suit
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no

                                       3
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
misconduct in the performance of the duty of the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or other such court shall deem proper.

          Section 3.  Determination of Right of Indemnification.  Any
                      ------------------------------------------     
indemnification under Section 1 or 2 (unless ordered by a court) shall be made
by the Corporation unless a determination is reasonably and promptly made (i) by
the Board by a majority vote or a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders, that such person acted in bad faith and in a manner that such
person did not believe to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe that his conduct was unlawful.
 
          Section 4.  Indemnification Against Expenses of Successful Party.
                      -----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent that an
Agent has been successful on the merits or otherwise, including the dismissal of
an action without admission of liability, in defense of any proceeding or in
defense of any claim, issue or matter therein, or on appeal from any such
proceeding, action, claim or matter, such Agent shall be indemnified against all
expenses incurred in connection therewith.

          Section 5.  Advances of Expenses.  Except as limited by Section 6 of
                      ---------------------                                   
this Article, expenses incurred in any action, suit, proceeding or investigation
or any appeal therein shall be paid by the Corporation in advance of the final
disposition of such matter, if the Agent shall undertake to repay such amount in
the event that it is ultimately determined, as provided herein, that such person
is not entitled to indemnification.  Notwithstanding the foregoing, no advance
shall be made by the Corporation if a determination is reasonably and promptly
made by the Board of Directors by a majority vote of a quorum of disinterested
directors, or (if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs) by independent legal counsel in a
written opinion, that, based upon the facts known to the Board or counsel at the
time such determination is made, such person acted in bad faith and in a manner
that such person did not believe to be in or not opposed to the best interests
of the Corporation, or, with respect to any criminal proceeding, that such
person believed or had reasonable cause to believe his conduct was unlawful.  In
no event shall any advance be made in instances where the Board or independent
legal counsel reasonably determines that such person deliberately breached his
duty to the Corporation or its shareholders.

                                       4
Section 6.  Right of Agent to Indemnification Upon Application;
                      ---------------------------------------------------
Procedure Upon Application.  Any indemnification under Sections 1, 2, and 4, or
---------------------------                                                    
advance under Section 5 of this Article, shall be made promptly, and in any
event within ninety days, upon the written request of the Agent, unless with
respect to applications under Sections 1, 2, and 5, a determination is
reasonably and promptly made by the Board of Directors by a majority vote of a
quorum of disinterested directors that such Agent acted in a manner set forth in
such Sections as to justify the Corporation's not indemnifying or making an
advance to the Agent.  In the event no quorum of disinterested directors is
obtainable, the Board of Directors shall promptly direct that independent legal
counsel shall decide whether the Agent acted in the manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an advance
to the Agent.  The right to indemnification or advances as granted by this
Article shall be enforceable by the Agent in any court of competent
jurisdiction, if the Board or independent legal counsel denies the claim, in
whole or in part, or if no disposition of such claim is made within ninety days.
The Agent's expenses incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such proceeding shall also
be indemnified by the Corporation.

          Section 7.  Contribution.  In order to provide for just and equitable
                      -------------                                            
contribution in circumstances in which the indemnification provided for in this
Article is held by a court of competent jurisdiction to be unavailable to an
indemnitee in whole or in part, the Corporation shall, in such an event, after
taking into account, among other things, contributions by other directors and
officers of the Corporation pursuant to indemnification agreements or otherwise,
and in the absence of personal enrichment, acts of intentional fraud or
dishonesty or criminal conduct on the part of the agent, contribute to the
payment of Agent's losses to the extent that, after other contributions are
taken into account, such losses exceed:  (i) in the case of a director of the
Corporation or any of its subsidiaries who is not an officer of the Corporation
or any of such subsidiaries, the amount of fees paid to him for serving as a
director during the 12 months preceding the commencement of the suit, proceeding
or investigation; or (ii) in the case of a director of the Corporation or any of
its subsidiaries who is also an officer of the Corporation or any of such
subsidiaries, the amount set forth in clause (i) plus 5% of the aggregate cash
compensation paid to said director for service in such office(s) during the 12
months preceding the commencement of the suit, proceeding or investigation; or
(iii) in the case of an officer of the Corporation or any of the subsidiaries,
5% of the aggregate cash compensation paid to such officer for service in such
office(s) during the 12 months preceding the commencement of such suit,
proceeding or investigation.

          Section 8.  Other Rights and Remedies.  The indemnification provided
                      --------------------------                              
by this Article shall not be deemed exclusive of, and shall not affect, any
other rights to which an Agent seeking indemnification may be entitled under any
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official

                                       5
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an Agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.  All
rights to indemnification under this Article shall be deemed to be provided by a
contract between the Corporation and the Agent who serves in such capacity at
any time while these bylaws and other relevant provisions of the general
corporation law and other modification thereof shall not affect any rights or
obligations then existing.

          Section 9.  Insurance.  Upon resolution passed by the Board, the
                      ----------                                          
Corporation may purchase and maintain insurance on behalf of any person who is
or was an Agent against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.  The Corporation may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.

          Section 10.  Constituent Corporations.  For the purposes of this
                       -------------------------                          
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employees, or
trustee of such a constituent corporation or who, being or having been such a
director, officer employee or trustee, is or was serving at the request of such
constituent corporation as a director, officer, employee, trustee of another
corporation, partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this Article with respect to the
resulting or surviving corporation as he would if he had served the resulting or
surviving corporation in the same capacity.

          Section 11.  Other Enterprises, Fines, and Serving at Corporation's
                       ------------------------------------------------------
Request. For purposes of this Article, references to "other enterprises" in
--------                                                                   
Sections 1 and 7 shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service by Agent as director, officer, employee, trustee or
agent of the Corporation which imposes duties on, or involves services by, such
Agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interests of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

          Section 12.  Savings Clause.  If this Article or any portion hereof
                       ---------------                                       
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Agent as to expenses
(including attorneys' fees),

                                       6
judgements, fines and amounts paid in settlement with respect to any action,
suit, appeal, proceeding or investigation, whether civil, criminal or
administrative, and whether internal or external, including a grand jury
proceeding and an action or suit brought by or in the right of the Corporation,
to the full extent permitted by any applicable portion of this Article that
shall not have been invalidated, or by any other applicable law.

          The Registrant has entered into separate indemnification agreements
with directors and officers of the Registrant, pursuant to which the Registrant
will indemnify such directors and officers to the fullest extent permitted by
Delaware law, as the same may be amended from time to time.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.         Exemptions from Registration Claimed.  None.
-------         -------------------------------------       

Item 8.         Exhibits.
-------         ---------

4               Choice Hotels International, Inc. Nonqualified Retirement
                Savings & Investment Plan.

5               Opinion regarding legality of shares to be offered.

23(i)           Consent of Arthur Andersen LLP.

23(ii)          Consent of Edward A. Kubis, Esq. (included in Exhibit 5)

24              Powers of Attorney authorizing execution of registration
                statement of Form S-8 on behalf of certain directors of
                Registrant.

Item 9.         Undertaking.
-------         ------------

                (a)   Rule 415 Offering.
                      ------------------

                The undersigned Registrant hereby undertakes:

                (1)   To file, during any period in which offers or sales are
                      being made, a post-effective amendment to this
                      registration statement;

                                       7
(i)    To include any prospectus required by Section 10 (a) (3)
                       of the Securities Act of 1933;

                (ii)   To reflect in the prospectus any facts or events arising
                       after the effective date of the registration statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represent a
                       fundamental change in the information set forth in the
                       registration statement;

                (iii)  To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;

          provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
          --------  -------                                                     
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
 
          (b)   Filings incorporating subsequent Exchange Act documents by
                ----------------------------------------------------------
                reference.
                ---------

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13 (a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)   Request for acceleration of effectiveness or filing of
                ------------------------------------------------------
                registration statement on Form S-8.
                ---------------------------------- 

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is

                                       8
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
 

                                   SIGNATURES
                                   ----------

          The Registrant.  Pursuant to the requirements of the Securities Act of
          ---------------                                                       
1933, the Registrant certifies that it meets all of the requirements for filing
on Form S-8, and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Silver
Spring, State of Maryland, on this 10th day of December, 1996.

                                 CHOICE HOTELS INTERNATIONAL, INC.

                                 By:      /s/ Edward A. Kubis
                                    -----------------------------
                                          Edward A. Kubis
                                          Secretary
 
          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

Signature                Title                                Date
---------                -----                                ----
                                                       
                                                       
*                        Executive Chairman                   December 10, 1996
---------------------    of the Board and Director     
Stewart Bainum, Jr.                                    
                                                       
                                                       
*                        Vice Chairman of the Board,          December 10, 1996
---------------------    Chief Executive Officer and   
William R. Floyd         Director                      
                                                       
                                                       
                                                       
                                                       
*                        Director                             December 10, 1996
---------------------                                  
Stewart Bainum

                                       9
*                       
---------------------     Director                            December 10, 1996
Barbara Bainum                                                                 
                                                                               
                                                                               
*                                                                              
---------------------     Director                            December 10, 1996
Paul A. Gould                                                                  
                                                                               
                                                                               
*                                                                              
---------------------     Director                            December 10, 1996
Frederic V. Malek                                                              
                                                                               
                                                                               
*                                                                              
---------------------     Director                            December 10, 1996
Jerry E. Robertson                                                             
                                                                               
                                                                               
*                                                                              
---------------------     Director                            December 10, 1996
Robert C. Hazard, Jr.                                                          
                                                                               
                                                                               
*                                                                              
---------------------     Director                            December 10, 1996
Gerald W. Petitt                                                               
                                                                               
                                                                               
*                                                                              
---------------------     Executive Vice President,           December 10, 1996
James A. MacCutcheon      Chief Financial Officer,                             
                          and Treasurer (Principal                             
                          Financial Officer)                                   
                                                                               
*                                                                              
---------------------     Vice President and Controller       December 10, 1996
Charles G. Warczak, Jr.   (Principal Accounting Officer)             

*   By:     /s/ Edward A. Kubis
       ---------------------------
    Edward A. Kubis
    Attorney-in-fact

                                       10
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
--------                                                                  
trustee (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on December 10, 1996.

                                CHOICE HOTELS INTERNATIONAL, INC. 
                                RETIREMENT SAVINGS & INVESTMENT PLAN

                                 By:   CHASE MANHATTAN BANK

                                    By:     /s/ Catherine E. Kidder
                                       -------------------------------------
                                              Assistant Vice President
                                       -------------------------------------