Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Fiarman Jeffrey
 2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2006		 3. Issuer Name and Ticker or Trading Symbol
WEIGHT WATCHERS INTERNATIONAL INC [WTW]
(Last)
(First)
(Middle)
11 MADISON AVENUE, 17TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, General Counsel & Secy
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10010		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,208
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 07/14/2006(1) 07/14/2010 Common Stock 5,250 $ 53.03 D  
Non-Qualified Stock Option (right to buy) 07/14/2006(2) 07/14/2015 Common Stock 15,000 $ 53.03 D  
Restricted Stock Unit Award 06/15/2006(3) 12/15/2006 Common Stock 1,911 $ 0 D  
Restricted Stock Unit Award 07/14/2006(4) 07/14/2008 Common Stock 438 $ 0 D  
Restricted Stock Unit Award 01/15/2009(5) 01/15/2009 Common Stock 3,000 $ 0 D  
Restricted Stock Unit Award 07/14/2006(6) 07/14/2010 Common Stock 1,250 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fiarman Jeffrey
11 MADISON AVENUE
17TH FLOOR
NEW YORK, NY 10010		       EVP, General Counsel & Secy  

Signatures

Jeffrey Fiarman 05/11/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Options for 5,250 shares granted July 14, 2005 will vest on the following schedule: 1,750 options on July 14, 2006, 1,750 options on July 14, 2007 and 1,750 options on July 14, 2008.
(2) Options for 15,000 shares granted July 14, 2005 will vest on the following schedule: 20% on July 14, 2006, 20% on July 14, 2007, 20% on July 14, 2008, 20% on July 14, 2009 and 20% on July 14, 2010.
(3) 1,911 Restricted Stock Units granted on July 5, 2005 vest quarterly and will next vest on June 15, 2006, with the last vest date on December 15, 2006.
(4) 438 Restricted Stock Units granted on July 14, 2005 will vest on the following schedule: 146 RSUs on July 14, 2006, 146 RSUs on July 14, 2007 and 146 RSUs on July 14, 2008.
(5) 3,000 Restricted Stock Units granted on March 10, 2006 will vest 100% on January 15, 2009.
(6) 1,250 Restricted Stock Units granted on July 14, 2005 will vest on the following schedule: 20% on July 14, 2006, 20% on July 14, 2007, 20% on July 14, 2008, 20% on July 14, 2009 and 20% on July 14, 2010.

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