SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Boone Daniel L

(Last)

(First)

(Middle)

WENDY'S INTERNATIONAL, INC.

P. O. BOX 256

(Street)

DUBLIN

43017-0256

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WENDYS INTERNATIONAL INC [ WEN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & GEN. CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2005		M		8,779	A	$17.375	34,169.135	D
Common Stock	08/03/2005		M		562	A	$30.8438	34,731.135	D
Common Stock	08/03/2005		M		13,200	A	$37.865	47,931.135	D
Common Stock⁽¹⁾	08/03/2005		S⁽²⁾		22,541	D	$51.2007	25,390.135	D
Common Stock	08/04/2005		S⁽³⁾		13,171.611	D	$50	0	I	BY 401(K) PLAN

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OPTION (RIGHT TO PURCHASE)	$17.375	08/03/2005		M			8,779	08/01/1997	07/31/2006	Common Stock	8,779	$0	0	D
OPTION (RIGHT TO PURCHASE)	$30.8438	08/03/2005		M			562	07/28/2000	07/27/2009	Common Stock	562	$0	14,000	D
OPTION (RIGHT TO PURCHASE)	$37.865	08/03/2005		M			13,200	04/29/2003	04/28/2012	Common Stock	13,200	$0	4,400	D

Explanation of Responses:

1. SHARES SHOWN ON TABLE 1 INCLUDE SHARES ACQUIRED PURSUANT TO THE DIVIDEND REINVESTMENT PROVISIONS OF A RESTRICTED STOCK AWARD MADE UNDER THE ISSUER'S 2003 STOCK INCENTIVE PLAN.

2. SALE IN CONNECTION WITH EXERCISE OF EMPLOYEE STOCK OPTIONS.

3. THE DISPOSITION OF SHARES UNDER THE ISSUER'S 401(K) PLAN ALSO RESULTED IN THE DISPOSITION OF 113.1012 PHANTOM STOCK SHARES FROM THE REPORTING PERSON'S SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ACCOUNT.

	DANIEL L BOONE	08/05/2005
	** 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 4 (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.
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