X0202 4 2006-03-01 0000105668 WENDYS INTERNATIONAL INC WEN 0001227161 KIRWAN WILLIAM E WENDY'S INTERNATIONAL, INC. P. O. BOX 256 DUBLIN OH 43017-0256 1 0 0 0 Common Stock 4841 D Phantom Stock 0 2006-03-01 4 A 0 320 58.385 A Common Stock 320 2453 D EACH SHARE OF PHANTOM STOCK IS PAYABLE IN 1 SHARE OF COMMON STOCK OF THE ISSUER. REFLECTS SHARES ACQUIRED PURSUANT TO THE DIVIDEND REINVESTMENT PROVISIONS OF THE ISSUER'S DEFERRED COMPENSATION PLAN. REFLECTS PHANTOM STOCK ACQUIRED THROUGH PARTICIPATION IN ISSUER'S DEFERRED COMPENSATION PLAN. PHANTOM STOCK IS PAYABLE IN COMMON STOCK NOT EARLIER THAN SIX MONTHS AFTER TERMINATION OF REPORTING PERSON'S SERVICE AS A DIRECTOR OF THE ISSUER. DANA KLEIN, ATTORNEY-IN-FACT 2006-03-03