As filed with the Securities and Exchange Commission on March 2, 1995

                                                  Registration No. 33-_____

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549
                    __________________________________

                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                    __________________________________

                         WENDY'S INTERNATIONAL, INC.               
          (Exact name of registrant as specified in its charter)

                     Ohio                             31-0785108              
       (State or other jurisdiction       (I.R.S. Employer Identification No.)
       of incorporation or organization)

    P.O. Box 256, 4288 West Dublin-Granville Road, Dublin, Ohio     43017  
                 (Address of Principal Executive Offices)         (Zip Code)

        Wendy's International, Inc. Profit Sharing and Savings Plan
                         (Full title of the plan)

                            Lawrence E. Schauf
                               P.O. Box 256
                      4288 West Dublin-Granville Road
                            Dublin, Ohio 43017          
                  (Name and address of agent for service)

                              (614) 764-3100                        
       (Telephone number, including area code, of agent for service)

                                 Copy to:

                              James H. Gross
                      Vorys, Sater, Seymour and Pease
                     52 East Gay Street, P.O. Box 1008
                        Columbus, Ohio  43216-1008

                      CALCULATION OF REGISTRATION FEE


<TABLE>

<CAPTION>

       Title of                       Proposed maximum    Proposed maximum      Amount of
     securities to    Amount to be     offering price    aggregate offering   registration
     be registered(2)  registered(2)    per share(1)          price(1)            fee     

       <S>              <C>                <C>               <C>      
       Common Shares    1,500,000          $15.38            $23,070,000        $7,955

</TABLE>


     (1)  Estimated solely for purposes of calculating the registration fee.  

     (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
          1933, this registration statement also covers an indeterminate
          amount of interests to be offered or sold pursuant to the employee
          benefit plan described herein (the "Plan").

              (Page 1 of 30 pages; Exhibit Index on page 12)


                               PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   Incorporation of Certain Documents by Reference.

          The following documents are incorporated herein by
reference:  the Annual Report of Wendy's International, Inc. (the
"Company" or "Registrant") on Form 10-K for the fiscal year ended
January 2, 1994; the Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended April 3, 1994, July 3, 1994 and
October 2, 1994, respectively; (ii) the description of the Common
Shares contained in the Company's Registration Statement filed with
the Commission pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description; (iii) all Annual Reports on Form 11-K for the
Plan filed pursuant to Section 15(d) of the Exchange Act and all
Forms 11-K for the Plan which may be filed with the Commission
subsequent to the date hereof and prior to the completion of the
offering contemplated hereby; (iv) any definitive Proxy Statement
or Information Statement filed pursuant to Section 14 of the
Exchange Act; and (v) all other documents which may be filed by the
Company with the Commission pursuant to Sections 13, 14 or 15(d)
of the Exchange Act (File No. 1-8116) subsequent to the date of
this Prospectus and prior to the completion of the offering
contemplated hereby.  Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as modified
or superseded, to constitute a part of this Prospectus.

          The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the request
of any such person, a copy of all of the documents which are
incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into such documents).  Requests should be directed to
Wendy's International, Inc., P.O. Box 256, 4288 West Dublin-
Granville Road, Dublin, Ohio 43017, Attention:  Employee Benefit
Department, telephone number (614) 764-3100.

ITEM 4.   Description of Securities.

          Not Applicable.


<PAGE>
ITEM 5.  Interests of Named Experts and Counsel.

          Not Applicable.  


ITEM 6.   Indemnification Of Directors and Officers.

          Division (E) of Section 1701.13 of the Ohio Revised Code
governs indemnification by a corporation and provides as follows:

          (E)(1) A corporation may indemnify or agree to indemnify
     any person who was or is a party, or is threatened to be made
     a party, to any threatened, pending, or completed action,
     suit, or proceeding, whether civil, criminal, administrative,
     or investigative, other than an action by or in the right of
     the corporation, by reason of the fact that he is or was a
     director, officer, employee, member, manager, or agent of the
     corporation, or is or was serving at the request of the
     corporation as a director, trustee, officer, employee, or
     agent of another corporation, domestic or foreign, nonprofit
     or for profit, a limited liability company, or a partnership,
     joint venture, trust or other enterprise, against expenses,
     including attorney's fees, judgments, fines, and amounts paid
     in settlement actually and reasonably incurred by him in
     connection with such action, suit, or proceeding, if he acted
     in good faith and in a manner he reasonably believed to be in
     or not opposed to the best interests of the corporation and,
     with respect to any criminal action or proceeding, if he had
     no reasonable cause to believe his conduct was unlawful.  The
     termination of any action, suit, or proceeding by judgment,
     order, settlement, or conviction, or upon a plea of nolo
     contendere or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and in
     a manner he reasonably believed to be in or not opposed to the
     best interests of the corporation, and, with respect to any
     criminal action or proceeding, he had reasonable cause to
     believe that his conduct was unlawful.

          (2)  A corporation may indemnify or agree to indemnify
     any person who was or is a party, or is threatened to be made
     a party, to any threatened, pending, or completed action or
     suit by or in the right of the corporation to procure a
     judgment in its favor by reason of the fact that he is or was
     a director, officer, employee, member, manager, or agent of
     the corporation, or is or was serving at the request of the
     corporation as a director, trustee, officer, employee, member,
     manager, or agent of another corporation, domestic or foreign,
     nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise,
     against expenses, including attorney's fees, actually and
     reasonably incurred by him in connection with the defense or
     settlement of such action or suit, if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, except that no
     indemnification shall be made in respect of any of the
     following:

               (a)  Any claim, issue, or matter as to which such
          person is adjudged to be liable for negligence or
          misconduct in the performance of his duty to the
          corporation unless, and only to the extent that, the
          court of common pleas or the court in which such action
          or suit was brought determines, upon application, that,
          despite the adjudication of liability, but in view of all
          the circumstances of the case, such person is fairly and
          reasonably entitled to indemnity for such expenses as the
          court of common pleas or such other court shall deem
          proper;

               (b)  Any action or suit in which the only liability
          asserted against a director is pursuant to section
          1701.95 of the Revised Code.

          (3)  To the extent that a director, trustee, officer,
     employee, member, manager, or agent has been successful on the
     merits or otherwise in defense of any action, suit, or
     proceeding referred to in division (E)(1) or (2) of this
     section, or in defense of any claim, issue or matter therein,
     he shall be indemnified against expenses, including attorney's
     fees, actually and reasonably incurred by him in connection
     with the action suit or proceeding.

          (4)  Any indemnification under division (E)(1) or (2) of
     this section, unless ordered by a court, shall be made by the
     corporation only as authorized in the specific case, upon a
     determination that indemnification of the director, trustee,
     officer, employee, member, manager, or agent is proper in the
     circumstances because he has met the applicable standard of
     conduct set forth in division (E)(1) or (2) of this section. 
     Such determination shall be made as follows:

               (a)  By a majority vote of a quorum consisting of
          directors of the indemnifying corporation who were not
          and are not parties to or threatened by the action, suit,
          or proceeding referred to in division (E)(1) or (2) of
          this section;

               (b)  If the quorum described in division (E)(4)(a)
          of this section is not obtainable or if a majority vote
          of a quorum of disinterested directors so directs, in a
          written opinion by independent legal counsel other than
          an attorney, or a firm having associated with it an
          attorney, who has been retained by or who has performed
          services for the corporation or any person to be
          indemnified within the past five years;

               (c)  By the shareholders; or

               (d)  By the court of common pleas or the court in
          which such action, suit or proceeding referred to in
          division (E)(1) or (2) of this section was brought.

          Any determination made by the disinterested directors
     under division (E)(4)(a) or by independent legal counsel under
     division (E)(4)(b) of this section shall be promptly
     communicated to the person who threatened or brought the
     action or suit by or in the right of the corporation under
     division (E)(2) of this section, and, within ten days after
     receipt of such notification, such person shall have the right
     to petition the court of common pleas or the court in which
     such action or suit was brought to review the reasonableness
     of such determination.

          (5)(a) Unless at the time of a director's act or omission
     that is the subject of an action, suit, or proceeding referred
     to in division (E)(1) or (2) of this section, the articles or
     the regulations of a corporation state, by specific reference
     to this division, that the provisions of this division do not
     apply to the corporation and unless the only liability
     asserted against a director in an action, suit, or proceeding
     referred to in division (E)(1) or (2) of this section is
     pursuant to section 1701.95 of the Revised Code, expenses,
     including attorney's fees, incurred by a director in defending
     the action, suit, or proceeding shall be paid by the
     corporation as they are incurred, in advance of the final
     disposition of the action, suit, or proceeding, upon receipt
     of an undertaking by or on behalf of the director in which he
     agrees to both of the following:

                    (i)  Repay such amount if it is proved by clear
               and convincing evidence in a court of competent
               jurisdiction that his action or failure to act
               involved an act or omission undertaken with
               deliberate intent to cause injury to the corporation
               or undertaken with reckless disregard for the best
               interests of the corporation;

                    (ii) Reasonably cooperate with the corporation
               concerning the action, suit, or proceeding.

               (b)  Expenses, including attorney's fees, incurred
          by a director, trustee, officer, employee, member,
          manager, or agent in defending any action, suit, or
          proceeding referred to in division (E)(1) or (2) of this
          section, may be paid by the corporation as they are
          incurred, in advance of the final disposition of the
          action, suit, or proceeding, as authorized by the
          directors in the specific case, upon receipt of an
          undertaking by or on behalf of the director, trustee,
          officer, employee, member, manager, or agent to repay
          such amount, if it ultimately is determined that he is
          not entitled to be indemnified by the corporation.

          (6)  The indemnification authorized by this section shall
     not be exclusive of, and shall be in addition to, any other
     rights granted to those seeking indemnification under the
     articles, the regulations, any agreement, a vote of
     shareholders or disinterested directors, or otherwise, both
     as to action in their official capacities and as to action in
     another capacity while holding their offices or positions, and
     shall continue as to a person who has ceased to be a director,
     trustee, officer, employee, member, manager, or agent and
     shall inure to the benefit of the heirs, executors, and
     administrators of such a person.

          (7)  A corporation may purchase and maintain insurance
     or furnish similar protection, including, but not limited to,
     trust funds, letters of credit, or self-insurance, on behalf
     of or for any person who is or was a director, officer,
     employee, or agent of the corporation, or is or was serving
     at the request of the corporation as a director, trustee,
     officer, employee, member, manager, or agent of another
     corporation, domestic or foreign, nonprofit or for profit, a
     limited liability company, or a partnership, joint venture,
     trust, or other enterprise, against any liability asserted
     against him and incurred by him in any such capacity, or
     arising out of his status as such, whether or not the
     corporation would have the power to indemnify him against such
     liability under this section.  Insurance may be purchased from
     or maintained with a person in which the corporation has a
     financial interest.

          (8)  The authority of a corporation to indemnify persons
     pursuant to division (E)(1) or (2) of this section does not
     limit the payment of expenses as they are incurred,
     indemnification, insurance, or other protection that may be
     provided pursuant to divisions (E)(5), (6), and (7) of this
     section.  Divisions (E)(1) and (2) of this section do not
     create any obligation to repay or return payments made by the
     corporation pursuant to division (E)(5), (6), or (7).

          (9)  As used in division (E) of this section,
     "corporation" includes all constituent entities in a
     consolidation or merger and the new or surviving corporation,
     so that any person who is or was a director, officer,
     employee, trustee, member, manager, or agent of such a
     constituent entity, or is or was serving at the request of
     such constituent entity as a director, trustee, officer,
     employee, member, manager, or agent of another corporation,
     domestic or foreign, nonprofit or for profit, a limited
     liability company, or a partnership, joint venture, trust, or
     other enterprise, shall stand in the same position under this
     section with respect to the new or surviving corporation as
     he would if he had served the new or surviving corporation in
     the same capacity.

          Section 5.01 of the Registrant's Regulations, as amended,
govern indemnification by the Registrant and provides as follows:

          SECTION 5.01.  Indemnification.  The corporation shall
     indemnify each director and officer, each former director and
     officer and each person who may have served at its request as
     a director, trustee or officer of any other corporation,
     partnership, joint venture, trust or other enterprise to the
     greatest extent permitted by Ohio law, with respect to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative, to
     which such person was or is a party by reason of the fact that
     he is or was a director or officer of the corporation or is
     or was serving at its request as aforesaid.  Indemnification
     hereunder shall include all expenses, including attorneys'
     fees, judgments, fines and amounts paid in settlement if
     actually and reasonably incurred by him in connection with
     such action, suit or proceeding.  Such expenses shall be paid
     in advance of the final disposition of such action, suit or
     proceeding upon receipt of an undertaking by or on behalf of
     such person to repay such amount if it shall ultimately be
     determined that he is not entitled to be indemnified by the
     corporation.  In addition, the corporation may indemnify or
     agree to indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending, or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact that
     he is or was an employee or agent of the corporation or is or
     was serving as an employee or agent of the corporation or is
     or was an employee or agent of another enterprise at the
     request of the corporation; subject, however, to the
     limitations imposed by Ohio law.  The indemnification provided
     by this section shall not be deemed exclusive of any other
     rights to which those seeking indemnification may be entitled
     under the Articles or any agreement, vote of shareholders or
     disinterested directors or otherwise (including, without
     limitation, any insurance), both as to action in his official
     capacity and as to action in another capacity while holding
     such office, and shall continue as to a person who has ceased
     to be a director, trustee, officer, employee or agent and
     shall inure to the benefit of the heirs, executors,
     administrators and successors of such a person.

          In addition, Registrant has purchased insurance coverage
under policies issued by the Chubb Group of Insurance Companies and
National Union Insurance Company which insure directors and
officers against certain liabilities which might be incurred by
them in such capacity.


ITEM 7.   Exemption from Registration Claimed.

          Not Applicable.


ITEM 8.   Exhibits.

          See the Exhibit Index attached hereto at page 11.

          Exhibit 5 is the Internal Revenue Service Determination
Letter regarding the Plan.  The Plan was amended subsequent to
receipt of the Determination Letter.  The Registrant filed the
Plan, as then amended, in order to obtain an updated Determination
Letter.  The undersigned Registrant hereby undertakes to submit the
Plan, as further amended, to the IRS in a timely manner and to make
those changes, if any, required by the IRS in order for the Plan
to qualify as a tax-qualified employee benefit plan meeting the
requirements of Section 401(a) of the Internal Revenue Code of
1986, as amended.  

ITEM 9.   Undertakings.

A.   The Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales
          are being made, a post-effective amendment to this
          Registration Statement:

          (i)  To include any prospectus required by section
               10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the Prospectus any facts or events
               arising after the effective date of the Regis-
               tration Statement (or the most recent post-
               effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in
               the information set forth in the Registration
               Statement; and

          (iii)To include any material information with respect
               to the Plan not previously disclosed in the
               Registration Statement or any material change to
               such information in the Registration Statement; 

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a post-effec-
tive amendment by those paragraphs is contained in periodic re-
ports filed by the Registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona
          fide offering thereof.

     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination
          of the offering.

B.   The Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933,
     each filing of the Registrant's annual report pursuant to
     section 13(a) or section 15(d) of the Securities Exchange Act
     of 1934, and each filing of an annual report pursuant to
     section 15(d) of the Securities Exchange Act of 1934 by the
     Plan which is the subject of this Registration Statement, that
     is incorporated by reference in the Registration Statement
     shall be deemed to be a new Registration Statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers
     and controlling persons of the Registrant pursuant to the
     foregoing provisions, or otherwise, the Registrant has been
     advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabili-
     ties (other than the payment by the Registrant of expenses
     incurred or paid by a director, officer or controlling person
     of the Registrant in the successful defense of any action,
     suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being
     registered, the Registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy
     as expressed in the Act and will be governed by the final
     adjudication of such issue.


SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dublin, State of Ohio, on March 2,
1995.

                              WENDY'S INTERNATIONAL, INC.

                              By /s/ JOHN K. CASEY               
                                John K. Casey
                                Vice Chairman and Chief Financial
                                Officer

          Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed below
by the following persons in the capacities and on the date
indicated.

Name and Title                     Name and Title        

/s/ R. DAVID THOMAS *              /s/ JAMES W. NEAR *
R. David Thomas                    James W. Near         
Senior Chairman of the Board       Chairman of the Board, 
and Founder, Director              Director

/s/ JOHN K. CASEY                  /s/ GORDON F. TETER *
John K. Casey                      Gordon F. Teter       
Vice Chairman and Chief            President, Chief Executive 
Financial Officer, Director        Officer and Chief Operating
                                   Officer, Director

/s/ RONALD E. MUSICK *             /s/ LAWRENCE A. LAUDICK *
Ronald E. Musick                   Lawrence A. Laudick   
Executive Vice President,          Vice President, General
Director                           Controller and Assistant
                                   Secretary

/s/ W. CLAY HAMNER *               /s/ ERNEST S. HAYECK *
W. Clay Hamner                     Ernest S. Hayeck      
Director                           Director

/s/ JANET HILL *                   /s/ THOMAS F. KELLER *
Janet Hill                         Thomas F. Keller      
Director                           Director

/s/ FIELDEN B. NUTTER, SR. *       /s/ JAMES V. PICKETT *
Fielden B. Nutter, Sr.             James V. Pickett      
Director                          Director

/s/ FREDERICK R. REED*            /s/ THEKLA R. SHACKELFORD *
Frederick R. Reed                  Thekla R. Shackelford 
Director                           Director              

*  By: /s/ JOHN K. CASEY
       John K. Casey
       Attorney-in-Fact

   Dated:  March 2, 1995


          The Plans.  Pursuant to the requirements of the
Securities Act of 1933, the persons administering the Plans have
caused this Registration Statement on Form S-8 to be signed on
their behalf by the undersigned, thereunto duly authorized, in the
City of Dublin, State of Ohio, on the 2 day of March, 1995.

                              Wendy's International, Inc.
     

                              By:/s/ JOHN K. CASEY            
                              Print Name: John K. Casey       


                              Its:  Vice Chairman, Chief     
                                    Financial Officer and    
                                    Director                 




                         EXHIBIT INDEX


Exhibit
  No.     Exhibit Description                  Location          

4(a)      Articles of Incorporation     Incorporated herein by
          of Registrant, as amended     reference to Exhibit 3(a)
                                        of Form 10-K for the fiscal
                                        year ended January 2, 1993
                                        (File No. 1-8116).

4(b)      Regulations of Registrant,    Incorporated herein by
          as amended                    reference to Exhibit 3(b)
                                        of Form 10-K for the fiscal
                                        year ended January 2, 1993
                                        (File No. 1-8116).

4(c)      Preferred Stock Purchase      Incorporated herein by 
          Rights Agreement Between      reference to Form 8-A
          the Registrant and Morgan     Registration Statement
          Shareholders Services Trust   (File No. 1-8116).
          Company.                      

4(d)      Indenture Between the         Incorporated herein by
          Registrant and The            reference to Form S-3
          Huntington National Bank      Registration Statement
          Pertaining to 7% convert-     (File No. 33-39525).
          ible subordinated deben-
          tures due 2006.

5         IRS Determination Letter      Page 13.

23        Consent of Coopers &          Page 15.
          Lybrand, Independent 
          Accountants

24        Powers of Attorney            Pages 16 through 30.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 29540}]
{"company-data": {"conformed-name": "WENDYS INTERNATIONAL INC", "cik": "0000105668", "assigned-sic": "5812", "irs-number": "310785108", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57913", "film-number": "95518123"}, "business-address": {"street1": "4288 W DUBLIN GRANVILLE RD", "street2": "P O BOX 256", "city": "DUBLIN", "state": "OH", "zip": "43017", "phone": "6147643100"}, "mail-address": {"street1": "4288 WEST DUBLIN-GRANVILLE ROAD", "street2": "P O BOX 256", "city": "DUBLIN", "state": "OH", "zip": "43017"}}
As filed with the Securities and Exchange Commission on March 2, 1995

                                                  Registration No. 33-_____

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549
                    __________________________________

                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                    __________________________________

                         WENDY'S INTERNATIONAL, INC.               
          (Exact name of registrant as specified in its charter)

                     Ohio                             31-0785108              
       (State or other jurisdiction       (I.R.S. Employer Identification No.)
       of incorporation or organization)

    P.O. Box 256, 4288 West Dublin-Granville Road, Dublin, Ohio     43017  
                 (Address of Principal Executive Offices)         (Zip Code)

        Wendy's International, Inc. Profit Sharing and Savings Plan
                         (Full title of the plan)

                            Lawrence E. Schauf
                               P.O. Box 256
                      4288 West Dublin-Granville Road
                            Dublin, Ohio 43017          
                  (Name and address of agent for service)

                              (614) 764-3100                        
       (Telephone number, including area code, of agent for service)

                                 Copy to:

                              James H. Gross
                      Vorys, Sater, Seymour and Pease
                     52 East Gay Street, P.O. Box 1008
                        Columbus, Ohio  43216-1008

                      CALCULATION OF REGISTRATION FEE
Title of                       Proposed maximum    Proposed maximum      Amount of
     securities to    Amount to be     offering price    aggregate offering   registration
     be registered(2)  registered(2)    per share(1)          price(1)            fee
Common Shares    1,500,000          $15.38            $23,070,000        $7,955
(1)  Estimated solely for purposes of calculating the registration fee.  

     (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
          1933, this registration statement also covers an indeterminate
          amount of interests to be offered or sold pursuant to the employee
          benefit plan described herein (the "Plan").

              (Page 1 of 30 pages; Exhibit Index on page 12)

                               PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   Incorporation of Certain Documents by Reference.

          The following documents are incorporated herein by
reference:  the Annual Report of Wendy's International, Inc. (the
"Company" or "Registrant") on Form 10-K for the fiscal year ended
January 2, 1994; the Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended April 3, 1994, July 3, 1994 and
October 2, 1994, respectively; (ii) the description of the Common
Shares contained in the Company's Registration Statement filed with
the Commission pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description; (iii) all Annual Reports on Form 11-K for the
Plan filed pursuant to Section 15(d) of the Exchange Act and all
Forms 11-K for the Plan which may be filed with the Commission
subsequent to the date hereof and prior to the completion of the
offering contemplated hereby; (iv) any definitive Proxy Statement
or Information Statement filed pursuant to Section 14 of the
Exchange Act; and (v) all other documents which may be filed by the
Company with the Commission pursuant to Sections 13, 14 or 15(d)
of the Exchange Act (File No. 1-8116) subsequent to the date of
this Prospectus and prior to the completion of the offering
contemplated hereby.  Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as modified
or superseded, to constitute a part of this Prospectus.

          The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the request
of any such person, a copy of all of the documents which are
incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into such documents).  Requests should be directed to
Wendy's International, Inc., P.O. Box 256, 4288 West Dublin-
Granville Road, Dublin, Ohio 43017, Attention:  Employee Benefit
Department, telephone number (614) 764-3100.

ITEM 4.   Description of Securities.

          Not Applicable.
ITEM 5.  Interests of Named Experts and Counsel.

          Not Applicable.  

ITEM 6.   Indemnification Of Directors and Officers.

          Division (E) of Section 1701.13 of the Ohio Revised Code
governs indemnification by a corporation and provides as follows:

          (E)(1) A corporation may indemnify or agree to indemnify
     any person who was or is a party, or is threatened to be made
     a party, to any threatened, pending, or completed action,
     suit, or proceeding, whether civil, criminal, administrative,
     or investigative, other than an action by or in the right of
     the corporation, by reason of the fact that he is or was a
     director, officer, employee, member, manager, or agent of the
     corporation, or is or was serving at the request of the
     corporation as a director, trustee, officer, employee, or
     agent of another corporation, domestic or foreign, nonprofit
     or for profit, a limited liability company, or a partnership,
     joint venture, trust or other enterprise, against expenses,
     including attorney's fees, judgments, fines, and amounts paid
     in settlement actually and reasonably incurred by him in
     connection with such action, suit, or proceeding, if he acted
     in good faith and in a manner he reasonably believed to be in
     or not opposed to the best interests of the corporation and,
     with respect to any criminal action or proceeding, if he had
     no reasonable cause to believe his conduct was unlawful.  The
     termination of any action, suit, or proceeding by judgment,
     order, settlement, or conviction, or upon a plea of nolo
     contendere or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and in
     a manner he reasonably believed to be in or not opposed to the
     best interests of the corporation, and, with respect to any
     criminal action or proceeding, he had reasonable cause to
     believe that his conduct was unlawful.

          (2)  A corporation may indemnify or agree to indemnify
     any person who was or is a party, or is threatened to be made
     a party, to any threatened, pending, or completed action or
     suit by or in the right of the corporation to procure a
     judgment in its favor by reason of the fact that he is or was
     a director, officer, employee, member, manager, or agent of
     the corporation, or is or was serving at the request of the
     corporation as a director, trustee, officer, employee, member,
     manager, or agent of another corporation, domestic or foreign,
     nonprofit or for profit, a limited liability company, or a
     partnership, joint venture, trust, or other enterprise,
     against expenses, including attorney's fees, actually and
     reasonably incurred by him in connection with the defense or
     settlement of such action or suit, if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, except that no
     indemnification shall be made in respect of any of the
     following:

               (a)  Any claim, issue, or matter as to which such
          person is adjudged to be liable for negligence or
          misconduct in the performance of his duty to the
          corporation unless, and only to the extent that, the
          court of common pleas or the court in which such action
          or suit was brought determines, upon application, that,
          despite the adjudication of liability, but in view of all
          the circumstances of the case, such person is fairly and
          reasonably entitled to indemnity for such expenses as the
          court of common pleas or such other court shall deem
          proper;

               (b)  Any action or suit in which the only liability
          asserted against a director is pursuant to section
          1701.95 of the Revised Code.

          (3)  To the extent that a director, trustee, officer,
     employee, member, manager, or agent has been successful on the
     merits or otherwise in defense of any action, suit, or
     proceeding referred to in division (E)(1) or (2) of this
     section, or in defense of any claim, issue or matter therein,
     he shall be indemnified against expenses, including attorney's
     fees, actually and reasonably incurred by him in connection
     with the action suit or proceeding.

          (4)  Any indemnification under division (E)(1) or (2) of
     this section, unless ordered by a court, shall be made by the
     corporation only as authorized in the specific case, upon a
     determination that indemnification of the director, trustee,
     officer, employee, member, manager, or agent is proper in the
     circumstances because he has met the applicable standard of
     conduct set forth in division (E)(1) or (2) of this section. 
     Such determination shall be made as follows:

               (a)  By a majority vote of a quorum consisting of
          directors of the indemnifying corporation who were not
          and are not parties to or threatened by the action, suit,
          or proceeding referred to in division (E)(1) or (2) of
          this section;

               (b)  If the quorum described in division (E)(4)(a)
          of this section is not obtainable or if a majority vote
          of a quorum of disinterested directors so directs, in a
          written opinion by independent legal counsel other than
          an attorney, or a firm having associated with it an
          attorney, who has been retained by or who has performed
          services for the corporation or any person to be
          indemnified within the past five years;

               (c)  By the shareholders; or

               (d)  By the court of common pleas or the court in
          which such action, suit or proceeding referred to in
          division (E)(1) or (2) of this section was brought.

          Any determination made by the disinterested directors
     under division (E)(4)(a) or by independent legal counsel under
     division (E)(4)(b) of this section shall be promptly
     communicated to the person who threatened or brought the
     action or suit by or in the right of the corporation under
     division (E)(2) of this section, and, within ten days after
     receipt of such notification, such person shall have the right
     to petition the court of common pleas or the court in which
     such action or suit was brought to review the reasonableness
     of such determination.

          (5)(a) Unless at the time of a director's act or omission
     that is the subject of an action, suit, or proceeding referred
     to in division (E)(1) or (2) of this section, the articles or
     the regulations of a corporation state, by specific reference
     to this division, that the provisions of this division do not
     apply to the corporation and unless the only liability
     asserted against a director in an action, suit, or proceeding
     referred to in division (E)(1) or (2) of this section is
     pursuant to section 1701.95 of the Revised Code, expenses,
     including attorney's fees, incurred by a director in defending
     the action, suit, or proceeding shall be paid by the
     corporation as they are incurred, in advance of the final
     disposition of the action, suit, or proceeding, upon receipt
     of an undertaking by or on behalf of the director in which he
     agrees to both of the following:

                    (i)  Repay such amount if it is proved by clear
               and convincing evidence in a court of competent
               jurisdiction that his action or failure to act
               involved an act or omission undertaken with
               deliberate intent to cause injury to the corporation
               or undertaken with reckless disregard for the best
               interests of the corporation;

                    (ii) Reasonably cooperate with the corporation
               concerning the action, suit, or proceeding.

               (b)  Expenses, including attorney's fees, incurred
          by a director, trustee, officer, employee, member,
          manager, or agent in defending any action, suit, or
          proceeding referred to in division (E)(1) or (2) of this
          section, may be paid by the corporation as they are
          incurred, in advance of the final disposition of the
          action, suit, or proceeding, as authorized by the
          directors in the specific case, upon receipt of an
          undertaking by or on behalf of the director, trustee,
          officer, employee, member, manager, or agent to repay
          such amount, if it ultimately is determined that he is
          not entitled to be indemnified by the corporation.

          (6)  The indemnification authorized by this section shall
     not be exclusive of, and shall be in addition to, any other
     rights granted to those seeking indemnification under the
     articles, the regulations, any agreement, a vote of
     shareholders or disinterested directors, or otherwise, both
     as to action in their official capacities and as to action in
     another capacity while holding their offices or positions, and
     shall continue as to a person who has ceased to be a director,
     trustee, officer, employee, member, manager, or agent and
     shall inure to the benefit of the heirs, executors, and
     administrators of such a person.

          (7)  A corporation may purchase and maintain insurance
     or furnish similar protection, including, but not limited to,
     trust funds, letters of credit, or self-insurance, on behalf
     of or for any person who is or was a director, officer,
     employee, or agent of the corporation, or is or was serving
     at the request of the corporation as a director, trustee,
     officer, employee, member, manager, or agent of another
     corporation, domestic or foreign, nonprofit or for profit, a
     limited liability company, or a partnership, joint venture,
     trust, or other enterprise, against any liability asserted
     against him and incurred by him in any such capacity, or
     arising out of his status as such, whether or not the
     corporation would have the power to indemnify him against such
     liability under this section.  Insurance may be purchased from
     or maintained with a person in which the corporation has a
     financial interest.

          (8)  The authority of a corporation to indemnify persons
     pursuant to division (E)(1) or (2) of this section does not
     limit the payment of expenses as they are incurred,
     indemnification, insurance, or other protection that may be
     provided pursuant to divisions (E)(5), (6), and (7) of this
     section.  Divisions (E)(1) and (2) of this section do not
     create any obligation to repay or return payments made by the
     corporation pursuant to division (E)(5), (6), or (7).

          (9)  As used in division (E) of this section,
     "corporation" includes all constituent entities in a
     consolidation or merger and the new or surviving corporation,
     so that any person who is or was a director, officer,
     employee, trustee, member, manager, or agent of such a
     constituent entity, or is or was serving at the request of
     such constituent entity as a director, trustee, officer,
     employee, member, manager, or agent of another corporation,
     domestic or foreign, nonprofit or for profit, a limited
     liability company, or a partnership, joint venture, trust, or
     other enterprise, shall stand in the same position under this
     section with respect to the new or surviving corporation as
     he would if he had served the new or surviving corporation in
     the same capacity.

          Section 5.01 of the Registrant's Regulations, as amended,
govern indemnification by the Registrant and provides as follows:

          SECTION 5.01.  Indemnification.  The corporation shall
     indemnify each director and officer, each former director and
     officer and each person who may have served at its request as
     a director, trustee or officer of any other corporation,
     partnership, joint venture, trust or other enterprise to the
     greatest extent permitted by Ohio law, with respect to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative, to
     which such person was or is a party by reason of the fact that
     he is or was a director or officer of the corporation or is
     or was serving at its request as aforesaid.  Indemnification
     hereunder shall include all expenses, including attorneys'
     fees, judgments, fines and amounts paid in settlement if
     actually and reasonably incurred by him in connection with
     such action, suit or proceeding.  Such expenses shall be paid
     in advance of the final disposition of such action, suit or
     proceeding upon receipt of an undertaking by or on behalf of
     such person to repay such amount if it shall ultimately be
     determined that he is not entitled to be indemnified by the
     corporation.  In addition, the corporation may indemnify or
     agree to indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending, or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact that
     he is or was an employee or agent of the corporation or is or
     was serving as an employee or agent of the corporation or is
     or was an employee or agent of another enterprise at the
     request of the corporation; subject, however, to the
     limitations imposed by Ohio law.  The indemnification provided
     by this section shall not be deemed exclusive of any other
     rights to which those seeking indemnification may be entitled
     under the Articles or any agreement, vote of shareholders or
     disinterested directors or otherwise (including, without
     limitation, any insurance), both as to action in his official
     capacity and as to action in another capacity while holding
     such office, and shall continue as to a person who has ceased
     to be a director, trustee, officer, employee or agent and
     shall inure to the benefit of the heirs, executors,
     administrators and successors of such a person.

          In addition, Registrant has purchased insurance coverage
under policies issued by the Chubb Group of Insurance Companies and
National Union Insurance Company which insure directors and
officers against certain liabilities which might be incurred by
them in such capacity.

ITEM 7.   Exemption from Registration Claimed.

          Not Applicable.

ITEM 8.   Exhibits.

          See the Exhibit Index attached hereto at page 11.

          Exhibit 5 is the Internal Revenue Service Determination
Letter regarding the Plan.  The Plan was amended subsequent to
receipt of the Determination Letter.  The Registrant filed the
Plan, as then amended, in order to obtain an updated Determination
Letter.  The undersigned Registrant hereby undertakes to submit the
Plan, as further amended, to the IRS in a timely manner and to make
those changes, if any, required by the IRS in order for the Plan
to qualify as a tax-qualified employee benefit plan meeting the
requirements of Section 401(a) of the Internal Revenue Code of
1986, as amended.  

ITEM 9.   Undertakings.

A.   The Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales
          are being made, a post-effective amendment to this
          Registration Statement:

          (i)  To include any prospectus required by section
               10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the Prospectus any facts or events
               arising after the effective date of the Regis-
               tration Statement (or the most recent post-
               effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in
               the information set forth in the Registration
               Statement; and

          (iii)To include any material information with respect
               to the Plan not previously disclosed in the
               Registration Statement or any material change to
               such information in the Registration Statement; 

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a post-effec-
tive amendment by those paragraphs is contained in periodic re-
ports filed by the Registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona
          fide offering thereof.

     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination
          of the offering.

B.   The Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933,
     each filing of the Registrant's annual report pursuant to
     section 13(a) or section 15(d) of the Securities Exchange Act
     of 1934, and each filing of an annual report pursuant to
     section 15(d) of the Securities Exchange Act of 1934 by the
     Plan which is the subject of this Registration Statement, that
     is incorporated by reference in the Registration Statement
     shall be deemed to be a new Registration Statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers
     and controlling persons of the Registrant pursuant to the
     foregoing provisions, or otherwise, the Registrant has been
     advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabili-
     ties (other than the payment by the Registrant of expenses
     incurred or paid by a director, officer or controlling person
     of the Registrant in the successful defense of any action,
     suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being
     registered, the Registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy
     as expressed in the Act and will be governed by the final
     adjudication of such issue.

SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dublin, State of Ohio, on March 2,
1995.

                              WENDY'S INTERNATIONAL, INC.

                              By /s/ JOHN K. CASEY               
                                John K. Casey
                                Vice Chairman and Chief Financial
                                Officer

          Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed below
by the following persons in the capacities and on the date
indicated.

Name and Title                     Name and Title        

/s/ R. DAVID THOMAS *              /s/ JAMES W. NEAR *
R. David Thomas                    James W. Near         
Senior Chairman of the Board       Chairman of the Board, 
and Founder, Director              Director

/s/ JOHN K. CASEY                  /s/ GORDON F. TETER *
John K. Casey                      Gordon F. Teter       
Vice Chairman and Chief            President, Chief Executive 
Financial Officer, Director        Officer and Chief Operating
                                   Officer, Director

/s/ RONALD E. MUSICK *             /s/ LAWRENCE A. LAUDICK *
Ronald E. Musick                   Lawrence A. Laudick   
Executive Vice President,          Vice President, General
Director                           Controller and Assistant
                                   Secretary

/s/ W. CLAY HAMNER *               /s/ ERNEST S. HAYECK *
W. Clay Hamner                     Ernest S. Hayeck      
Director                           Director

/s/ JANET HILL *                   /s/ THOMAS F. KELLER *
Janet Hill                         Thomas F. Keller      
Director                           Director

/s/ FIELDEN B. NUTTER, SR. *       /s/ JAMES V. PICKETT *
Fielden B. Nutter, Sr.             James V. Pickett      
Director                          Director

/s/ FREDERICK R. REED*            /s/ THEKLA R. SHACKELFORD *
Frederick R. Reed                  Thekla R. Shackelford 
Director                           Director              

*  By: /s/ JOHN K. CASEY
       John K. Casey
       Attorney-in-Fact

   Dated:  March 2, 1995

          The Plans.  Pursuant to the requirements of the
Securities Act of 1933, the persons administering the Plans have
caused this Registration Statement on Form S-8 to be signed on
their behalf by the undersigned, thereunto duly authorized, in the
City of Dublin, State of Ohio, on the 2 day of March, 1995.

                              Wendy's International, Inc.
     

                              By:/s/ JOHN K. CASEY            
                              Print Name: John K. Casey       

                              Its:  Vice Chairman, Chief     
                                    Financial Officer and    
                                    Director                 

                         EXHIBIT INDEX

Exhibit
  No.     Exhibit Description                  Location          

4(a)      Articles of Incorporation     Incorporated herein by
          of Registrant, as amended     reference to Exhibit 3(a)
                                        of Form 10-K for the fiscal
                                        year ended January 2, 1993
                                        (File No. 1-8116).

4(b)      Regulations of Registrant,    Incorporated herein by
          as amended                    reference to Exhibit 3(b)
                                        of Form 10-K for the fiscal
                                        year ended January 2, 1993
                                        (File No. 1-8116).

4(c)      Preferred Stock Purchase      Incorporated herein by 
          Rights Agreement Between      reference to Form 8-A
          the Registrant and Morgan     Registration Statement
          Shareholders Services Trust   (File No. 1-8116).
          Company.                      

4(d)      Indenture Between the         Incorporated herein by
          Registrant and The            reference to Form S-3
          Huntington National Bank      Registration Statement
          Pertaining to 7% convert-     (File No. 33-39525).
          ible subordinated deben-
          tures due 2006.

5         IRS Determination Letter      Page 13.

23        Consent of Coopers &          Page 15.
          Lybrand, Independent 
          Accountants

24        Powers of Attorney            Pages 16 through 30.