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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * PERSHING SQUARE L P   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) (Last) (First) (Middle) 888 SEVENTH AVENUE, 29TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 03/17/2006 (Street) NEW YORK, NY 10019 4. If Amendment, Date 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 (City) (State) (Zip) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PERSHING SQUARE L P 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK, NY 10019		X
Pershing Square International, Ltd. 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK, NY 10019		X
PERSHING SQUARE II LP 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK, NY 10019		X
Pershing Square Investment II, L.P. 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK, NY 10019		X
ACKMAN WILLIAM A 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK, NY 10019		X
Pershing Square GP, LLC 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK, NY 10019		X
Pershing Square Holdings GP, LLC 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK, NY 10019		X
Pershing Square Capital Management, L.P. 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK, NY 10019		X
PS Management GP, LLC 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK, NY 10019		X

Signatures

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

Explanation of Responses:

*	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).
(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.

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