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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PERSHING SQUARE L P (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR (Street) NEW YORK NY 10019 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/17/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/17/2006		S		22,500(1)	D	$65.03	1,314,500	I	See footnote(2)
Common Stock	03/17/2006		S		19,230	D	$65.03	161,777(3)	D
Common Stock	03/17/2006		S		2,270	D	$65.03	0(4)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* PERSHING SQUARE L P (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pershing Square International, Ltd. (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* PERSHING SQUARE II LP (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pershing Square Investment II, L.P. (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* ACKMAN WILLIAM A (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pershing Square GP, LLC (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pershing Square Holdings GP, LLC (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pershing Square Capital Management, L.P. (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* PS Management GP, LLC (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. Represents disposition of 19,230 shares of common stock directly beneficially owned by Pershing Square, L.P. and 2,270 shares directly beneficially owned by Pershing Square II, L.P.

2. Represents aggregate number of shares of common stock directly and indirectly beneficially owned by the reporting persons after giving effect to the disposition if 22,500 shares by Pershing Square, L.P. and Pershing Square II, L.P. reported hereunder. Does not include common stock beneficially owned by the reporting persons and its affiliates as a result of ownership of derivative securities as reported on Form 3.

3. Represents shares directly beneficially owned by Pershing Square, L.P. after giving effect to the disposition by such person of 19,230 shares of common stock.

4. Represents shares of common stock directly beneficially owned by Pershing Square, L.P. after giving effect to the disposition by such person of 2,270 shares of common stock.

	Pershing Square, L.P. /s/ William A. Ackman, Authorized Signatory	03/17/2006
	Pershing Square International, Ltd. /s/ William A. Ackman, Authorized Signatory	03/17/2006
	Pershing Square II, L.P. /s/ William A. Ackman, Authorized Signatory	03/17/2006
	Pershing Square Investment II, L.P. /s/ William A. Ackman, Authorized Signatory	03/17/2006
	William A. Ackman /s/ William A. Ackman	03/17/2006
	Pershing Square GP, LLC /s/ William A. Ackman, Authorized Signatory	03/17/2006
	Pershing Square Holdings GP, LLC /s/ William A. Ackman, Authorized Signatory	03/17/2006
	Pershing Square Capital Management, L.P. /s/ William A. Ackman, Authorized Signatory	03/17/2006
	PS Management GP, LLC /s/ William A. Ackman, Authorized Signatory	03/17/2006
	** 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 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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