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 * Chwat Anne   2. Issuer Name and Ticker or Trading Symbol Burger King Holdings Inc [BKC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel & Corp Secy (Last) (First) (Middle) BURGER KING HOLDINGS, INC., 5505 BLUE LAGOON DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 04/17/2006 (Street) MIAMI, FL 33126 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 04/17/2006   M   31,616 A $ 21.64 104,411 D   Common Stock 04/17/2006   M   10,539 A $ 21.64 114,950 D   Common Stock 05/17/2006   P   10,000 (1) A $ 17 124,950 D

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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 to Purchase Common Stock

$ 21.64

04/17/2006

M

31,616

(2)

09/27/2014

Common Stock

31,616

$ 0

126,461

D

Option to Purchase Common Stock

$ 21.64

04/17/2006

M

10,539

(3)

01/01/2015

Common Stock

10,539

$ 0

42,154

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Chwat Anne BURGER KING HOLDINGS, INC. 5505 BLUE LAGOON DRIVE MIAMI, FL 33126			General Counsel & Corp Secy

Signatures

/s/ Lisa Giles-Klein, as Attorney-in-Fact for Anne Chwat		05/19/2006
**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)	Purchased pursuant to a directed share program. The purchase is expected to close on May 23, 2006.
(2)	31,616 shares are exercisable on 9/27/2006 and 31,615 shares are exercisable on each of 9/27/2007, 9/27/2008 and 9/27/2009.
(3)	10,539 shares are exercisable on each of 01/01/2007 and 01/01/2008 and 10,538 shares are exercisable on each of 01/01/2009 and 01/01/2010.

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