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^*

MCCORKLE LEON M JR

(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)
	EVP, GC & SECRETARY

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2005

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	08/04/2005		M		4,583	A	$23.6875	21,978	D
Common Stock	08/04/2005		M		4,584	A	$23.6875	26,562	D
Common Stock	08/04/2005		M		5,549	A	$30.8438	32,111	D
Common Stock	08/04/2005		M		5,551	A	$30.8438	37,662	D
Common Stock	08/04/2005		M		2,920	A	$17.875	40,582	D
Common Stock	08/04/2005		M		19,902	A	$26.74	60,484	D
Common Stock⁽¹⁾	08/04/2005		S⁽²⁾		43,089	D	$50.4906	17,395	D

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)	$17.875	08/04/2005		M			2,920	08/01/2004	07/31/2010	Common Stock	2,920	$0	0	D
OPTION (RIGHT TO PURCHASE)	$23.6875	08/04/2005		M			4,583	10/29/2001	10/28/2008	Common Stock	4,583	$0	4,584	D
OPTION (RIGHT TO PURCHASE)	$23.6875	08/04/2005		M			4,584	10/29/2002	10/28/2008	Common Stock	4,584	$0	0	D
OPTION (RIGHT TO PURCHASE)	$26.74	08/04/2005		M			19,902	08/01/2002	07/31/2011	Common Stock	19,902	$0	0	D
OPTION (RIGHT TO PURCHASE)	$30.8438	08/04/2005		M			5,549	07/28/2002	07/27/2009	Common Stock	5,549	$0	5,551	D
OPTION (RIGHT TO PURCHASE)	$30.8438	08/04/2005		M			5,551	07/28/2003	07/27/2009	Common Stock	5,551	$0	0	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.

	LEON M MCCORKLE, JR.	08/08/2005
	** 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).
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