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 * WESTEND SA   2. Issuer Name and Ticker or Trading Symbol WEIGHT WATCHERS INTERNATIONAL INC [WTW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 105, GRAND-RUE, L-1661 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2006 (Street) LUXEMBOURG N4 00000  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, No par value 03/08/2006   S(1)   4,493,258 D $ 50.5 0 I By Artal Participations & Management S.A. (2) Common Stock, No par value 03/08/2006   S(1)   5,506,742 D $ 50.5 54,265,825 I By Artal Holdings Sp. z. o.o., Succursale de Luxembourg (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WESTEND SA 105, GRAND-RUE, L-1661 LUXEMBOURG N4 00000		X

Signatures

Westend S.A. By: Pascal Minne, Director		03/10/2006
**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)	Sold pursuant to a registered offering. The reported price is before underwriting discounts, fees and expenses.
(2)	Westend S.A. is the parent company of Artal Group S.A. Artal Group S.A. is the parent company of Artal International S.A., which, in turn, is the parent company of Artal Services N.V. Artal Services N.V. is the parent company of Artal Participations & Management S.A.
(3)	Westend S.A., is the parent company of Artal Group S.A. Artal Group S.A. is the parent company of Artal International S.A., which, in turn, is the parent company of Artal Luxembourg S.A. Artal Luxembourg S.A. is the parent company of Artal Holdings Sp. z o.o., Succursale de Luxembourg. These shares were previously reported as indirectly held by Artal Luxembourg S.A.

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