INTRODUCTORY STATEMENT

This Amendment No. 1 (this “Amendment”) relates to the Schedule 13D filed on behalf of Trian Partners GP, L.P., a Delaware limited partnership (“Trian GP”), Trian Partners General Partner, LLC, a Delaware limited liability company (“Trian GP LLC”), Trian Partners, L.P., a Delaware limited partnership (“Trian Onshore”), Trian Partners Master Fund, L.P., a Cayman Islands limited partnership (“Trian Offshore”), Trian Partners Master Fund (Non-ERISA), L.P., a Cayman Islands limited partnership (“Trian Offshore (Non-ERISA)”), Trian Partners Parallel Fund I, L.P., a Delaware limited partnership (“Parallel Fund”), Trian Partners Parallel Fund I General Partner, LLC, a Delaware limited liability company (“Parallel Fund GP”), Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP”, and together with the foregoing, the “Trian Entities”), Nelson Peltz, a citizen of the United States of America, Peter W. May, a citizen of the United States of America, Edward P. Garden, a citizen of the United States of America (the Trian Entities and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the "Trian Filing Persons"), Castlerigg Master Investments Ltd. (“CMI”), Sandell Asset Management Corp. (“SAMC”), Castlerigg International Limited (“CIL”), Castlerigg International Holdings Limited (“CIHL”) and Thomas E. Sandell (“Sandell”, and collectively with CMI, SAMC, CIL and CIHL, the “Sandell Filing Persons” and, together with the Trian Filing Persons, the “Filing Persons”), with the Securities and Exchange Commission on December 13, 2005 (the “Schedule 13D”), relating to the Common Shares, $.10 stated value (the "Shares"), of Wendy’s International, Inc., an Ohio corporation (the "Issuer"). Terms defined in the Schedule 13D are used herein with the same meaning.

Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented as follows:

Item 3. Source and Amount of Funds or Other Consideration

On January 17, 2006, Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA), Parallel Fund and a separate account managed by Trian Management exercised all of the Trian Options, and thereby acquired outright ownership of the 2,085,737 Shares covered by the Trian Options, for an aggregate exercise price of $103,839,142. The source of funding for the exercise of the Trian Options was the respective general working capital of the purchasers.

On January 17, 2006, CMI exercised all of the Sandell Options, and thereby acquired outright ownership of the 3,331,763 Shares covered by the Sandell Options, for an aggregate exercise price of $165,872,982. The source of funding for the exercise of the Sandell Options was the general working capital of CMI.

As a result of these exercises, the Filing Persons now have both voting and dispositive control with respect to 5.4778% of the Issuer's outstanding Shares (based upon the 116,241,000 Shares stated by the Issuer to be outstanding as of November 6, 2005 in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2005).

Item 4. Purpose of Transaction

A letter dated January 6, 2006 from Nelson Peltz, the Chief Executive and Chief Investment Officer of Trian Management, to John T. Schuessler, the Chairman of the Board and Chief Executive Officer of the Issuer, is filed as Exhibit 6 hereto and incorporated herein by reference.

The Filing Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth in the Schedule 13D, in this Amendment or such as would occur upon completion of any of the actions discussed in the Schedule 13D or in this Amendment. The Filing Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the Issuer’s response to the actions suggested by the Filing Persons, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Filing Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, but not limited to, purchasing additional Issuer Securities or selling some or all of their Issuer Securities, communicating with the Issuer or other investors or conducting a proxy solicitation with respect to a minority of the Board of Directors of the Issuer at the Issuer’s next annual meeting, at which one-third of the Board of Directors of the Issuer may be elected. The Filing Persons have no intention, either alone or in concert with another person, to acquire or exercise control of the Issuer.

Item 5. Interest in Securities of the Issuer

(a) As of 4:00 pm, New York City time, on January 17, 2006, the Filing Persons beneficially owned, in the aggregate, 6,367,500 Shares, representing approximately 5.4778% of the Issuer's outstanding Shares (based upon the 116,241,000 Shares stated by the Issuer to be outstanding as of November 6, 2005 in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2005).

(c) See Item 3 for information regarding the exercise of the Options.

Item 6. Contracts, Arrangements, Understandings or Relationship

with Respect to Securities of the Issuer

See Item 3 for information regarding the exercise of the Options.