SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Fiarman Jeffrey

(Last)

(First)

(Middle)

11 MADISON AVENUE

17TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2006

3. Issuer Name and Ticker or Trading Symbol
WEIGHT WATCHERS INTERNATIONAL INC [ WTW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, General Counsel & Secy

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,208	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	07/14/2006⁽¹⁾	07/14/2010	Common Stock	5,250	$53.03	D
Non-Qualified Stock Option (right to buy)	07/14/2006⁽²⁾	07/14/2015	Common Stock	15,000	$53.03	D
Restricted Stock Unit Award	06/15/2006⁽³⁾	12/15/2006	Common Stock	1,911	$0	D
Restricted Stock Unit Award	07/14/2006⁽⁴⁾	07/14/2008	Common Stock	438	$0	D
Restricted Stock Unit Award	01/15/2009⁽⁵⁾	01/15/2009	Common Stock	3,000	$0	D
Restricted Stock Unit Award	07/14/2006⁽⁶⁾	07/14/2010	Common Stock	1,250	$0	D

Explanation of Responses:

1. Options for 5,250 shares granted July 14, 2005 will vest on the following schedule: 1,750 options on July 14, 2006, 1,750 options on July 14, 2007 and 1,750 options on July 14, 2008.

2. Options for 15,000 shares granted July 14, 2005 will vest on the following schedule: 20% on July 14, 2006, 20% on July 14, 2007, 20% on July 14, 2008, 20% on July 14, 2009 and 20% on July 14, 2010.

3. 1,911 Restricted Stock Units granted on July 5, 2005 vest quarterly and will next vest on June 15, 2006, with the last vest date on December 15, 2006.

4. 438 Restricted Stock Units granted on July 14, 2005 will vest on the following schedule: 146 RSUs on July 14, 2006, 146 RSUs on July 14, 2007 and 146 RSUs on July 14, 2008.

5. 3,000 Restricted Stock Units granted on March 10, 2006 will vest 100% on January 15, 2009.

6. 1,250 Restricted Stock Units granted on July 14, 2005 will vest on the following schedule: 20% on July 14, 2006, 20% on July 14, 2007, 20% on July 14, 2008, 20% on July 14, 2009 and 20% on July 14, 2010.

	Jeffrey Fiarman	05/11/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.