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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                           (Amendment No. ____#3____)*

                        CHOICE HOTELS INTERNATIONAL, INC.
            ---------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
                    ----------------------------------------
                         (Title of Class of Securities)

                                   169905-10-6
                              --------------------
                                 (CUSIP Number)

                       Christine A. Shreve - 301-881-9854
              11810 Parklawn Drive, Suite 200, Rockville, MD 20852
                    ----------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 March 26, 2003
                  ---------------------------------------------
             (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

1    Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

       Stewart Bainum              Jane Bainum
       S.S.#: 269-14-2118          S.S.#: 577-24-6494

2    Check the Appropriate Box if a Member of a Group*
     (a)  [X]     (b)  [_]

3    SEC Use Only

4    Source of Funds
     N/A

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

6    Citizenship or Place of Organization
     USA

Number of Shares Beneficially
  Owned by Each Reporting Person with:

     7    Sole Voting Power             4,680,832

     8    Shared Voting Power           3,567,869

     9    Sole Dispositive Power        4,680,832

     10   Shared Dispositive Power      3,567,869

11   Aggregate Amount Beneficially Owned by Each Reporting Person

     8,248,701

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

13   Percent of Class Represented by Amount in Row (11)

     22.85%

14   Type of Reporting Person

     IN



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:
                 Stewart Bainum
                 Jane Bainum
           (b)   Business Address:
                 10770 Columbia Pike, Suite 100
                 Silver Spring, MD 20901
           (c)   Present Principal Employment:
                 President, Realty Investment Company, Inc.
                 10770 Columbia Pike, Suite 100
                 Silver Spring, MD 20901
           (d)   Record of Convictions:
                 During the last five years, the Reporting Person has not been
                 convicted in a criminal proceeding (excluding traffic
                 violations or similar misdemeanors.)
           (e)   Record of Civil Proceedings:
                 During the last five years, the Reporting Person was not a
                 party to a civil proceeding of a judicial or administrative
                 body of competent jurisdiction and as a result of such
                 proceeding was or is subject to a judgment, decree or final
                 order enjoining future violations of, or prohibiting or
                 mandating such activities subject to, federal or state
                 securities laws or finding any violation with respect to such
                 laws.
           (f)   Citizenship:
                 Reporting Person is a citizen of the United States.

Item 3.    Source and Amount of Funds or Other Consideration

           N/A

Item 4.    Purpose of Transaction

           During the period March 7, 2003 through March 24, 2003 420,865 shares
           were sold by the Reporting Person.

Item 5.    Interest in Securities of the Issuer

           (a)   Amount and percentage beneficially owned:
                 Reporting Person:
                 8,248,701 shares, including 3,768,921 shares held directly by
                 the Stewart Bainum Declaration of Trust ("SB Trust"), of which
                 Mr. Bainum is the sole trustee and beneficiary; 3,567,869
                 shares held directly by Realty Investment Company, a real
                 estate management and investment company in which the SB Trust
                 and the Jane L. Bainum Declaration of Trust ("JB Trust")are
                 stockholders and Mr. Bainum is President and Chairman of the
                 Board of Directors and has shared voting authority; 112,200
                 shares held by Cambridge Investment Co. LLC, a family
                 investment entity of which Mr. Bainum is the Managing Member
                 and has sole voting authority. Also includes 798,711 shares
                 held by the JB Trust, the sole trustee and beneficiary of which
                 is Mr. Bainum's wife. Also includes 1,000 shares which Mr.
                 Bainum has the right to acquire pursuant to stock options which
                 are presently exercisable or which become exercisable within
                 sixty days.



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

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

                 (i) Sole Voting Power            4,680,832

                 (ii) Shared Voting Power         3,567,869

                 (iii) Sole Dispositive Power     4,680,832

                 (iv) Shared Dispositive Power    3,567,832

           (c)   A schedule of transactions effected in the last sixty days is
                 as follows:


Sold        1,200        Shares   03/07/2003    $24.55
Sold        1,400        Shares   03/07/2003    $24.50
Sold        1,000        Shares   03/07/2003    $24.54
Sold        1,500        Shares   03/07/2003    $24.53
Sold          500        Shares   03/07/2003    $24.56
Sold        1,600        Shares   03/07/2003    $24.59
Sold        1,000        Shares   03/07/2003    $24.60
Sold        1,000        Shares   03/07/2003    $24.61
Sold          500        Shares   03/07/2003    $24.58
Sold          500        Shares   03/07/2003    $24.62
Sold          500        Shares   03/07/2003    $24.65
Sold      248,000        Shares   03/10/2003    $24.50
Sold          100        Shares   03/10/2003    $24.50
Sold          100        Shares   03/10/2003    $24.50
Sold          200        Shares   03/10/2003    $24.50
Sold          100        Shares   03/10/2003    $24.50
Sold          400        Shares   03/10/2003    $24.50
Sold          100        Shares   03/10/2003    $24.50
Sold          100        Shares   03/10/2003    $24.50
Sold          300        Shares   03/10/2003    $24.50
Sold          400        Shares   03/10/2003    $24.50
Sold          400        Shares   03/10/2003    $24.60
Sold          100        Shares   03/10/2003    $24.60
Sold          500        Shares   03/10/2003    $24.65
Sold          700        Shares   03/17/2003    $24.56
Sold          400        Shares   03/17/2003    $24.60
Sold          100        Shares   03/17/2003    $24.61
Sold          400        Shares   03/17/2003    $24.61
Sold          100        Shares   03/17/2003    $24.60
Sold          100        Shares   03/17/2003    $24.60
Sold          100        Shares   03/17/2003    $24.60
Sold          200        Shares   03/17/2003    $24.60
Sold          100        Shares   03/17/2003    $24.60
Sold          100        Shares   03/17/2003    $24.60
Sold          100        Shares   03/17/2003    $24.60
Sold          200        Shares   03/17/2003    $24.60
Sold        1,000        Shares   03/17/2003    $24.58
Sold          100        Shares   03/17/2003    $24.57
Sold          100        Shares   03/17/2003    $24.58
Sold          400        Shares   03/17/2003    $24.58
Sold          500        Shares   03/17/2003    $24.54
Sold          100        Shares   03/17/2003    $24.54
Sold          200        Shares   03/17/2003    $24.56
Sold          100        Shares   03/17/2003    $24.56
Sold        1,000        Shares   03/17/2003    $24.53
Sold        1,000        Shares   03/17/2003    $24.54
Sold          200        Shares   03/17/2003    $24.50
Sold          100        Shares   03/17/2003    $24.50
Sold          100        Shares   03/17/2003    $24.50
Sold          100        Shares   03/17/2003    $24.50
Sold          100        Shares   03/17/2003    $24.50
Sold          100        Shares   03/17/2003    $24.50
Sold          100        Shares   03/17/2003    $24.50
Sold          100        Shares   03/17/2003    $24.50
Sold          100        Shares   03/17/2003    $24.50
Sold        1,500        Shares   03/17/2003    $24.50
Sold          100        Shares   03/18/2003    $24.63
Sold          400        Shares   03/18/2003    $24.54
Sold          100        Shares   03/18/2003    $24.54
Sold        1,000        Shares   03/18/2003    $24.50
Sold          900        Shares   03/18/2003    $24.50
Sold          100        Shares   03/18/2003    $24.50
Sold          700        Shares   03/18/2003    $24.58
Sold          300        Shares   03/18/2003    $24.59
Sold          100        Shares   03/18/2003    $24.60
Sold          100        Shares   03/18/2003    $24.60
Sold          300        Shares   03/18/2003    $24.60
Sold          100        Shares   03/18/2003    $24.60
Sold          300        Shares   03/18/2003    $24.60
Sold        1,000        Shares   03/18/2003    $24.54
Sold          200        Shares   03/18/2003    $24.55
Sold          100        Shares   03/18/2003    $24.55
Sold          100        Shares   03/18/2003    $24.55
Sold          100        Shares   03/18/2003    $24.55
Sold          300        Shares   03/18/2003    $24.54
Sold          100        Shares   03/18/2003    $24.54
Sold          100        Shares   03/18/2003    $24.54
Sold          500        Shares   03/18/2003    $24.54
Sold          300        Shares   03/18/2003    $24.50
Sold          300        Shares   03/18/2003    $24.50
Sold          100        Shares   03/18/2003    $24.50
Sold          100        Shares   03/18/2003    $24.50
Sold        1,000        Shares   03/18/2003    $24.67
Sold        1,000        Shares   03/18/2003    $24.66
Sold          700        Shares   03/18/2003    $24.66
Sold          100        Shares   03/18/2003    $24.65
Sold          100        Shares   03/18/2003    $24.65
Sold          300        Shares   03/18/2003    $24.65
Sold          300        Shares   03/18/2003    $24.70
Sold          400        Shares   03/18/2003    $24.69
Sold          500        Shares   03/18/2003    $24.67
Sold        2,800        Shares   03/18/2003    $24.67
Sold        2,500        Shares   03/18/2003    $24.67
Sold          500        Shares   03/18/2003    $24.66
Sold          800        Shares   03/18/2003    $24.65
Sold          800        Shares   03/18/2003    $24.65
Sold          200        Shares   03/18/2003    $24.65
Sold          800        Shares   03/18/2003    $24.58
Sold          200        Shares   03/18/2003    $24.58
Sold          300        Shares   03/18/2003    $24.58
Sold          300        Shares   03/18/2003    $24.57
Sold        2,700        Shares   03/18/2003    $24.58
Sold          100        Shares   03/18/2003    $24.60
Sold          100        Shares   03/18/2003    $24.60
Sold          300        Shares   03/18/2003    $24.55
Sold          100        Shares   03/18/2003    $24.54
Sold          200        Shares   03/18/2003    $24.55
Sold          100        Shares   03/18/2003    $24.50
Sold          100        Shares   03/18/2003    $24.50
Sold          100        Shares   03/18/2003    $24.50
Sold          100        Shares   03/18/2003    $24.50
Sold          200        Shares   03/18/2003    $24.52
Sold        1,200        Shares   03/18/2003    $24.50
Sold        1,000        Shares   03/19/2003    $24.77
Sold          100        Shares   03/19/2003    $24.76
Sold          100        Shares   03/19/2003    $24.76
Sold          200        Shares   03/19/2003    $24.76
Sold          100        Shares   03/19/2003    $24.76
Sold          400        Shares   03/19/2003    $24.76
Sold          100        Shares   03/19/2003    $24.76
Sold        1,000        Shares   03/19/2003    $24.74
Sold        1,000        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold        1,500        Shares   03/19/2003    $24.74
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          200        Shares   03/19/2003    $24.74
Sold          300        Shares   03/19/2003    $24.74
Sold          200        Shares   03/19/2003    $24.74
Sold          200        Shares   03/19/2003    $24.74
Sold          100        Shares   03/19/2003    $24.74
Sold          200        Shares   03/19/2003    $24.66
Sold          400        Shares   03/19/2003    $24.66
Sold          400        Shares   03/19/2003    $24.66
Sold          100        Shares   03/19/2003    $24.66
Sold          300        Shares   03/19/2003    $24.67
Sold          400        Shares   03/19/2003    $24.67
Sold          100        Shares   03/19/2003    $24.67
Sold        1,000        Shares   03/19/2003    $24.64
Sold        1,000        Shares   03/19/2003    $24.72
Sold          500        Shares   03/19/2003    $24.75
Sold          400        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          500        Shares   03/19/2003    $24.69
Sold          100        Shares   03/19/2003    $24.69
Sold        1,100        Shares   03/19/2003    $24.69
Sold          700        Shares   03/19/2003    $24.68
Sold          100        Shares   03/19/2003    $24.68
Sold          100        Shares   03/19/2003    $24.68
Sold          100        Shares   03/19/2003    $24.68
Sold          700        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.76
Sold          800        Shares   03/19/2003    $24.76
Sold          200        Shares   03/19/2003    $24.76
Sold          600        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.72
Sold          500        Shares   03/19/2003    $24.70
Sold          100        Shares   03/19/2003    $24.70
Sold          900        Shares   03/19/2003    $24.70
Sold          800        Shares   03/19/2003    $24.75
Sold          500        Shares   03/19/2003    $24.75
Sold          500        Shares   03/19/2003    $24.76
Sold          200        Shares   03/19/2003    $24.82
Sold          200        Shares   03/19/2003    $24.82
Sold          500        Shares   03/19/2003    $24.80
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.75
Sold          100        Shares   03/19/2003    $24.70
Sold          100        Shares   03/19/2003    $24.70
Sold          100        Shares   03/19/2003    $24.70
Sold          100        Shares   03/19/2003    $24.70
Sold          100        Shares   03/19/2003    $24.70
Sold          900        Shares   03/19/2003    $24.69
Sold          100        Shares   03/19/2003    $24.69
Sold          500        Shares   03/19/2003    $24.69
Sold          500        Shares   03/19/2003    $24.65
Sold          200        Shares   03/19/2003    $24.59
Sold        1,000        Shares   03/19/2003    $24.70
Sold          700        Shares   03/19/2003    $24.63
Sold          200        Shares   03/19/2003    $24.63
Sold          100        Shares   03/19/2003    $24.63
Sold          400        Shares   03/19/2003    $24.60
Sold          500        Shares   03/19/2003    $24.59
Sold          500        Shares   03/19/2003    $24.59
Sold          100        Shares   03/19/2003    $24.60
Sold          100        Shares   03/19/2003    $24.60
Sold          100        Shares   03/19/2003    $24.60
Sold          100        Shares   03/19/2003    $24.60
Sold          200        Shares   03/19/2003    $24.60
Sold          100        Shares   03/19/2003    $24.56
Sold          800        Shares   03/19/2003    $24.61
Sold          200        Shares   03/19/2003    $24.55
Sold          300        Shares   03/19/2003    $24.55
Sold          500        Shares   03/19/2003    $24.55
Sold          500        Shares   03/19/2003    $24.54
Sold          500        Shares   03/19/2003    $24.53
Sold          600        Shares   03/19/2003    $24.54
Sold          100        Shares   03/19/2003    $24.54
Sold          200        Shares   03/19/2003    $24.54
Sold          100        Shares   03/19/2003    $24.54
Sold          100        Shares   03/19/2003    $24.50
Sold          300        Shares   03/19/2003    $24.54
Sold          600        Shares   03/19/2003    $24.54
Sold          100        Shares   03/19/2003    $24.54
Sold        1,000        Shares   03/19/2003    $24.53
Sold          400        Shares   03/19/2003    $24.54
Sold          600        Shares   03/19/2003    $24.54
Sold          900        Shares   03/19/2003    $24.50
Sold          100        Shares   03/19/2003    $24.50
Sold          100        Shares   03/19/2003    $24.53
Sold          200        Shares   03/19/2003    $24.53
Sold          200        Shares   03/19/2003    $24.53
Sold          100        Shares   03/19/2003    $24.53
Sold          100        Shares   03/19/2003    $24.50
Sold          100        Shares   03/19/2003    $24.50
Sold          100        Shares   03/19/2003    $24.50
Sold          100        Shares   03/19/2003    $24.50
Sold          400        Shares   03/19/2003    $24.50
Sold          100        Shares   03/19/2003    $24.50
Sold          100        Shares   03/19/2003    $24.50
Sold          400        Shares   03/19/2003    $24.53
Sold          800        Shares   03/20/2003    $25.00
Sold          100        Shares   03/20/2003    $25.00
Sold          100        Shares   03/20/2003    $25.00
Sold          100        Shares   03/20/2003    $25.00
Sold          100        Shares   03/20/2003    $25.00
Sold          100        Shares   03/20/2003    $25.00
Sold          100        Shares   03/20/2003    $25.00
Sold          100        Shares   03/20/2003    $25.00
Sold          700        Shares   03/20/2003    $24.99
Sold          200        Shares   03/20/2003    $25.00
Sold          100        Shares   03/20/2003    $25.00
Sold          300        Shares   03/20/2003    $25.00
Sold          400        Shares   03/20/2003    $25.00
Sold          500        Shares   03/20/2003    $25.00
Sold          100        Shares   03/20/2003    $25.00
Sold          100        Shares   03/20/2003    $25.00
Sold          300        Shares   03/20/2003    $25.00
Sold        1,000        Shares   03/20/2003    $24.98
Sold        1,000        Shares   03/20/2003    $24.99
Sold          400        Shares   03/20/2003    $24.99
Sold          800        Shares   03/20/2003    $24.99
Sold          100        Shares   03/20/2003    $24.99
Sold          100        Shares   03/20/2003    $24.99
Sold          100        Shares   03/20/2003    $24.99
Sold          100        Shares   03/20/2003    $24.99
Sold        1,200        Shares   03/20/2003    $24.99
Sold          600        Shares   03/20/2003    $24.93
Sold          300        Shares   03/20/2003    $24.93
Sold          100        Shares   03/20/2003    $24.93
Sold          100        Shares   03/20/2003    $24.97
Sold          900        Shares   03/20/2003    $24.97
Sold          300        Shares   03/20/2003    $24.98
Sold        1,500        Shares   03/20/2003    $24.99
Sold        2,000        Shares   03/20/2003    $24.99
Sold        1,000        Shares   03/20/2003    $24.99
Sold          200        Shares   03/20/2003    $24.99
Sold          200        Shares   03/20/2003    $24.99
Sold          100        Shares   03/20/2003    $24.99
Sold          500        Shares   03/20/2003    $24.99
Sold          200        Shares   03/20/2003    $24.98
Sold          300        Shares   03/20/2003    $24.98
Sold          100        Shares   03/20/2003    $24.96
Sold          500        Shares   03/20/2003    $24.98
Sold          100        Shares   03/20/2003    $24.95
Sold          100        Shares   03/20/2003    $24.95
Sold          100        Shares   03/20/2003    $24.95
Sold          600        Shares   03/20/2003    $24.95
Sold          100        Shares   03/20/2003    $24.95
Sold          100        Shares   03/20/2003    $24.95
Sold          100        Shares   03/20/2003    $24.95
Sold          200        Shares   03/20/2003    $24.95
Sold          100        Shares   03/20/2003    $24.90
Sold          100        Shares   03/20/2003    $24.90
Sold          300        Shares   03/20/2003    $24.90
Sold          100        Shares   03/20/2003    $24.90
Sold          500        Shares   03/20/2003    $24.83
Sold          400        Shares   03/20/2003    $24.82
Sold          100        Shares   03/20/2003    $24.82
Sold          200        Shares   03/20/2003    $24.82
Sold          200        Shares   03/20/2003    $24.82
Sold          400        Shares   03/20/2003    $24.80
Sold          100        Shares   03/20/2003    $24.77
Sold          100        Shares   03/20/2003    $24.77
Sold          200        Shares   03/20/2003    $24.77
Sold          300        Shares   03/20/2003    $24.75
Sold          100        Shares   03/20/2003    $24.75
Sold          400        Shares   03/20/2003    $24.75
Sold          200        Shares   03/20/2003    $24.75
Sold          700        Shares   03/20/2003    $24.75
Sold          800        Shares   03/20/2003    $24.75
Sold          300        Shares   03/20/2003    $24.72
Sold        1,000        Shares   03/20/2003    $24.69
Sold          100        Shares   03/20/2003    $24.70
Sold          900        Shares   03/20/2003    $24.70
Sold          100        Shares   03/20/2003    $24.70
Sold          100        Shares   03/20/2003    $24.70
Sold          300        Shares   03/20/2003    $24.70
Sold          100        Shares   03/20/2003    $24.77
Sold          100        Shares   03/20/2003    $24.77
Sold          500        Shares   03/20/2003    $24.72
Sold          100        Shares   03/20/2003    $24.70
Sold          200        Shares   03/20/2003    $24.70
Sold          400        Shares   03/20/2003    $24.70
Sold          100        Shares   03/20/2003    $24.70
Sold          200        Shares   03/20/2003    $24.70
Sold          200        Shares   03/20/2003    $24.60
Sold          100        Shares   03/20/2003    $24.60
Sold          100        Shares   03/20/2003    $24.60
Sold          100        Shares   03/20/2003    $24.60
Sold          100        Shares   03/20/2003    $24.55
Sold          100        Shares   03/20/2003    $24.55
Sold          100        Shares   03/20/2003    $24.55
Sold          100        Shares   03/20/2003    $24.55
Sold          100        Shares   03/20/2003    $24.55
Sold          500        Shares   03/20/2003    $24.55
Sold          100        Shares   03/20/2003    $24.53
Sold          100        Shares   03/20/2003    $24.53
Sold          100        Shares   03/20/2003    $24.53
Sold          200        Shares   03/20/2003    $24.50
Sold          100        Shares   03/20/2003    $24.50
Sold          200        Shares   03/20/2003    $24.50
Sold          200        Shares   03/20/2003    $24.65
Sold          100        Shares   03/20/2003    $24.65
Sold          100        Shares   03/20/2003    $24.65
Sold          100        Shares   03/20/2003    $24.65
Sold          100        Shares   03/20/2003    $24.70
Sold          100        Shares   03/20/2003    $24.70
Sold          800        Shares   03/21/2003    $25.80
Sold          100        Shares   03/21/2003    $25.80
Sold          100        Shares   03/21/2003    $25.80
Sold        1,300        Shares   03/21/2003    $25.78
Sold          500        Shares   03/21/2003    $25.90
Sold          600        Shares   03/21/2003    $25.92
Sold          400        Shares   03/21/2003    $25.92
Sold          100        Shares   03/21/2003    $25.92
Sold          100        Shares   03/21/2003    $25.92
Sold          100        Shares   03/21/2003    $25.92
Sold          100        Shares   03/21/2003    $25.92
Sold          200        Shares   03/21/2003    $25.92
Sold          200        Shares   03/21/2003    $25.92
Sold          100        Shares   03/21/2003    $25.92
Sold          100        Shares   03/21/2003    $25.92
Sold        1,000        Shares   03/21/2003    $25.91
Sold          400        Shares   03/21/2003    $25.94
Sold          400        Shares   03/21/2003    $25.80
Sold          300        Shares   03/21/2003    $25.79
Sold          300        Shares   03/21/2003    $25.79
Sold          100        Shares   03/21/2003    $25.59
Sold          500        Shares   03/21/2003    $25.59
Sold          400        Shares   03/21/2003    $25.59
Sold        1,500        Shares   03/21/2003    $25.55
Sold          300        Shares   03/21/2003    $25.55
Sold          600        Shares   03/21/2003    $25.55
Sold          100        Shares   03/21/2003    $25.55
Sold          100        Shares   03/21/2003    $25.40
Sold          500        Shares   03/21/2003    $25.40
Sold          400        Shares   03/21/2003    $25.40
Sold        1,200        Shares   03/21/2003    $25.39
Sold          400        Shares   03/21/2003    $25.39
Sold          200        Shares   03/21/2003    $25.39
Sold          200        Shares   03/21/2003    $25.39
Sold          200        Shares   03/21/2003    $25.39
Sold          700        Shares   03/21/2003    $25.50
Sold        1,000        Shares   03/21/2003    $25.54
Sold          200        Shares   03/21/2003    $25.55
Sold          400        Shares   03/21/2003    $25.56
Sold          400        Shares   03/21/2003    $25.55
Sold          900        Shares   03/21/2003    $25.50
Sold          600        Shares   03/21/2003    $25.50
Sold          500        Shares   03/21/2003    $25.46
Sold          100        Shares   03/21/2003    $25.46
Sold          400        Shares   03/21/2003    $25.46
Sold          100        Shares   03/21/2003    $25.35
Sold          100        Shares   03/21/2003    $25.35
Sold          300        Shares   03/21/2003    $25.35
Sold          100        Shares   03/21/2003    $25.35
Sold          400        Shares   03/21/2003    $25.35
Sold          100        Shares   03/21/2003    $25.30
Sold          200        Shares   03/21/2003    $25.30
Sold          200        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold        1,500        Shares   03/21/2003    $25.29
Sold          200        Shares   03/21/2003    $25.30
Sold          800        Shares   03/21/2003    $25.29
Sold          200        Shares   03/21/2003    $25.29
Sold          100        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold          700        Shares   03/21/2003    $25.30
Sold          400        Shares   03/21/2003    $25.29
Sold          600        Shares   03/21/2003    $25.29
Sold        1,300        Shares   03/21/2003    $25.29
Sold        1,100        Shares   03/21/2003    $25.29
Sold          100        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold          200        Shares   03/21/2003    $25.30
Sold          300        Shares   03/21/2003    $25.30
Sold          700        Shares   03/21/2003    $25.30
Sold        1,100        Shares   03/21/2003    $25.27
Sold          400        Shares   03/21/2003    $25.28
Sold          100        Shares   03/21/2003    $25.26
Sold          100        Shares   03/21/2003    $25.26
Sold          300        Shares   03/21/2003    $25.25
Sold          700        Shares   03/21/2003    $25.25
Sold          100        Shares   03/21/2003    $25.26
Sold          100        Shares   03/21/2003    $25.26
Sold          600        Shares   03/21/2003    $25.26
Sold          600        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold          100        Shares   03/21/2003    $25.30
Sold          400        Shares   03/21/2003    $25.25
Sold          600        Shares   03/21/2003    $25.25
Sold          500        Shares   03/21/2003    $25.23
Sold        1,000        Shares   03/21/2003    $25.23
Sold          100        Shares   03/21/2003    $25.23
Sold          500        Shares   03/21/2003    $25.23
Sold          200        Shares   03/21/2003    $25.24
Sold          800        Shares   03/21/2003    $25.22
Sold          200        Shares   03/21/2003    $25.22
Sold          100        Shares   03/21/2003    $25.25
Sold          200        Shares   03/21/2003    $25.25
Sold          300        Shares   03/21/2003    $25.25
Sold        1,000        Shares   03/21/2003    $25.25
Sold          100        Shares   03/21/2003    $25.20
Sold          100        Shares   03/21/2003    $25.20
Sold          300        Shares   03/21/2003    $25.20
Sold          300        Shares   03/21/2003    $25.20
Sold          200        Shares   03/21/2003    $25.19
Sold          500        Shares   03/21/2003    $25.19
Sold          100        Shares   03/21/2003    $25.19
Sold          200        Shares   03/21/2003    $25.19
Sold        1,000        Shares   03/21/2003    $25.18
Sold          200        Shares   03/21/2003    $25.20
Sold          700        Shares   03/21/2003    $25.20
Sold          100        Shares   03/21/2003    $25.22
Sold          200        Shares   03/24/2003    $24.85
Sold          200        Shares   03/24/2003    $24.85
Sold          100        Shares   03/24/2003    $24.79
Sold          200        Shares   03/24/2003    $24.71
Sold          300        Shares   03/24/2003    $24.90
Sold          100        Shares   03/24/2003    $24.75
Sold          100        Shares   03/24/2003    $24.75
Sold          500        Shares   03/24/2003    $24.75
Sold          200        Shares   03/24/2003    $24.75
Sold          165        Shares   03/24/2003    $24.65
Sold        1,100        Shares   03/24/2003    $24.60
Sold        1,100        Shares   03/24/2003    $24.65
Sold          200        Shares   03/24/2003    $24.74
Sold          700        Shares   03/24/2003    $24.74
Sold          100        Shares   03/24/2003    $24.75
Sold          400        Shares   03/24/2003    $24.88
Sold          600        Shares   03/24/2003    $24.88
Sold          400        Shares   03/24/2003    $25.11
Sold          600        Shares   03/24/2003    $25.11
Sold        1,000        Shares   03/24/2003    $25.30
     ------------
          420,865
     ============

           (d)   Ownership of more than five percent on behalf of Another
                 Person:

                 To the extent that shares of the issuer identified in Item 5(a)
                 are held by corporations or partnerships, other shareholders
                 and partners, respectively, have the right to receive dividends
                 from, or the proceeds from the sale of the shares to the extent
                 of their proportionate interests in such entities. To the best
                 of the Reporting Person's knowledge, other than Stewart and
                 Jane Bainum, and their four adult children, Stewart Bainum,
                 Jr., Bruce Bainum, Roberta Bainum and Barbara Bainum, no other
                 person has such interest relating to more than 5% of the
                 outstanding class of securities.

           (e)   Ownership of Less than Five Percent:

                 Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect
           to Securities of the Issuer

           Not applicable.

Item 7.    Material to be Filed as Exhibits

           None

Signature

     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:  March 26, 2003

                                             /s/ Stewart Bainum
                                            -------------------
                                            Stewart Bainum

                                             /s/ Jane Bainum
                                            ----------------
                                            Jane Bainum