Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Boone Daniel L
   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
(Last)
(First)
(Middle)
WENDY'S INTERNATIONAL, INC., P. O. BOX 256		 3. Date of Earliest Transaction (Month/Day/Year)
08/03/2005
(Street)

DUBLIN, OH 43017-0256		 4. If Amendment, Date 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
(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 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

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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
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  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Boone Daniel L
WENDY'S INTERNATIONAL, INC.
P. O. BOX 256
DUBLIN, OH 43017-0256		       SVP & GEN. CONTROLLER  

Signatures

 DANIEL L BOONE   08/05/2005
**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) 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.

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