Amendment No. 1 to Schedule 13D



Washington, D.C. 20549




Under the Securities Exchange Act of 1934

(Amendment No. 1)*





(Name of Issuer)



Common Stock

(Title of Class of Securities)




(CUSIP Number)



Sherry Hurley (301) 592-2016

10770 Columbia Pike, Suite 100, Silver Spring, MD 20901

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)



June 29, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box   ¨.


*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 169905-10-6    13D    Page 2 of 4

This Amendment No. 1 (this “Amendment”) amends and supplements the Statement on Schedule 13D, (the “Schedule 13D”), relating to the shares of common stock, par value $0.01 per share (the “Shares”), of Choice Hotels International, Inc., a Delaware corporation (the “Issuer”), previously filed by Realty Investment Company, Inc. (the “Reporting Person”). This Amendment is being filed to update Item 6 of the Schedule 13D in light of a pledge of certain of the securities reported in the Schedule 13D. The Amendment also updates certain changes in the facts reported in the Schedule 13D, none of which, individually or in the aggregate, the Reporting Person believes to be material.



Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person


Realty Investment Company, Inc.

Federal ID #: 53-0197749


Check the Appropriate Box if a Member of a Group*

(a)  ¨

(b)  ¨


SEC Use Only



Source of Funds




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



Citizenship or Place of Organization


State of Maryland


Number of  



Owned by  






  7    Sole Voting Power




  8    Shared Voting Power




  9    Sole Dispositive Power




10    Shared Dispositive Power




Aggregate Amount Beneficially Owned by Each Reporting Person




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



Percent of Class Represented by Amount in Row (11)




Type of Reporting Person




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


Item 1.    Security and Issuer   
   (a)    Name of Issuer:   
      Choice Hotels International, Inc.   
   (b)    Address of Issuer’s Principal Executive Offices:   
      10750 Columbia Pike   
      Silver Spring, MD 20901   
   (c)    Title and Class of Securities:   
      Common Stock   
Item 2.    Identity and Background   
   (a)    Name:   
      Realty Investment Company, Inc. (“Company”)   
   (b)    Business Address:   
      10770 Columbia Pike, Suite 100   
      Silver Spring, MD 20901   
   (c)    Present Principal Employment:   
      The Company is engaged in real estate development and management and other investment activities
   (d)    Record of Convictions:   
   (e)    Record of Civil Proceedings:   
   (f)    Citizenship:   
Item 3.    Source and Amount of Funds or Other Consideration   
Item 4.    Purpose of Transaction   
   No Changes.   
Item 5.    Interest in Securities of the Issuer   
   (a)    Amount and percentage beneficially owned:   
      Reporting Person:   

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


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

(i)       Sole Voting Power


(ii)      Shared Voting Power


(iii)     Sole Dispositive Power


(iv)     Shared Dispositive Power

   (c)    A schedule of transactions effected in the last sixty days is as follows:   
      Not applicable.   
   (d)    Ownership of more than five percent on behalf of Another Person:   
      As shareholders of the Company, Stewart and Jane Bainum, and their four adult children, Stewart Bainum, Jr., Bruce Bainum, Roberta Bainum and Barbara Bainum are the only individuals who have interests in the shares of the Company which, when combined with their other shares are more than 5% of the outstanding class of securities of the Issuer.   
   (e)    Ownership of Less than Five Percent:   
      Not applicable.   
Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
      On June 29, 2006, the Company entered into a Revolving Credit Loan Agreement (“Loan Agreement”) with Wachovia Bank, National Association (“Wachovia”) for up to $50,000,000. In connection therewith, the Company has pledged to continue to deliver as security such number of shares whose value shall equal 50% of the value of the loan amount outstanding at any time. Initially 1,900,000 of the Company’s total 7,135,738 shares available have been delivered. The Loan Agreement contains default and similar provisions that are standard for such agreements. Wachovia may not exercise voting or dispositive power over the pledged shares prior to an event of default under the Loan Agreement.
Item 7.    Material to be Filed as Exhibits   
   Exhibit 1 – Stock Pledge Agreement dated June 29, 2006.


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 10, 2006


Realty Investment Company, Inc.
BY:   /s/ Sherry Hurley, President