Mail Stop 3561



      December 30, 2005

Leon M. McCorkle, Jr.
Executive Vice President,
  General Counsel and Secretary
Wendy`s International, Inc.
P.O. Box 256
4288 West Dublin-Granville Road
Dublin, Ohio  43017-0256

      Re:	Tim Hortons, Inc.
      Registration Statement on Form S-1
      Filed December 1, 2005
		File No. 333-130035

Dear Mr. McCorkle:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range and pro forma
financial information.  Please include this disclosure in an
amendment as soon as practicable.  Note that we may have
additional
comments once you have provided this disclosure.  Therefore,
please
allow us sufficient time to review your complete disclosure prior
to
any distribution of preliminary prospectuses.
2. Please provide us with copies of your artwork prior to
circulating
preliminary prospectuses.  Since we may have comments that could
result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork
prior to circulating preliminary prospectuses.  See Item VIII of
the
March 31, 2001 quarterly update to the Division of Corporation
Finance`s "Current Issues and Rulemaking Projects Outline."
3. We note that you include industry research for estimated market
data and other figures cited throughout the document, such as
those
provided by the Canadian Restaurant and Foodservices Association
and
Statistics Canada, among others.  Please provide us with marked
copies of any materials that support these and other third party
statements, clearly cross-referencing a statement with the
underlying
factual support.  Confirm for us that these documents are publicly
available. To the extent that any of these reports have been
prepared
specifically for this filing, disclose that fact and file a
consent
from the party.

Exchange Rate Data, page i
4. Please move this section and the paragraphs preceding it on
page i
to the body of the prospectus.  Your prospectus summary should
immediately follow your cover page and the table of contents
required
by Item 502 of Regulation S-K.

Prospectus Summary, page 2
5. Your summary should discuss only the key aspects of the
offering
and your operations.  Much of the discussion you currently include
does not appear so highly material as to merit inclusion in the
summary and appears to be marketing information concerning your
products.  Consider eliminating here, or significantly reducing,
the
competitive strengths and business strategy discussions, which are
more appropriate for your business section.  Also, please limit
the
promotional nature of this section, including terms such as
"outstanding," "superior," "exceptional" and "proven," and limit
your
summary to a brief, factual description of your operations.
Further,
as part of your revisions, ensure that you provide a balanced
discussion by briefly discussing the following in the summary:

* that you have been significantly dependent upon Wendy`s
International for your operations and financing in the past;
* that you will be dependent upon Wendy`s for your operations in
the
immediate future, indicating the extent to which you will be
dependent;
* that you distributed a $960 million note as a dividend to
Wendy`s
in September 2005 and will use proceeds from this offering to
repay a
portion of the note; and
* the amount of indebtedness you will have following the initial
public offering.
6. Eliminate the use of the unnecessary acronyms "QSR," "CRFA" and
"CAGR" from your summary since their meanings are unclear without
the
benefit of an explanation.  See Securities Act Rule 421(b).  In
addition, please consider limiting your use of these and other
unnecessary acronyms appearing throughout the remainder of the
prospectus.
7. Clarify what you mean by the term "scalable" on page 2.
8. Indicate the percentage of your outstanding common stock that
the
number of shares being offered would represent following the
offering.
9. We note from your disclosure that you intend to effect a stock
split immediately prior to the closing of this offering.  In this
regard, please revise your earnings per share computations, and
all
related disclosures in the registration statement to give
retroactive
effect to the stock-split that you plan to effect prior to
completion
of your planned public offering.  Refer to the guidance outlined
in
paragraph 54 of SFAS No. 128 and SAB Topic 4:C.

Summary Historical Consolidated Financial and Other Data, page 6,
and
Selected Historical Consolidated Financial and Other Data, page 32
10. Please revise to disclose the average sales per standard
restaurant in the U.S. and the sales revenues of your U.S.
franchised
restaurants in Canadian dollars, your reporting currency.

Risk Factors, page 10
11. Some of your risk factors and captions are generic in that
they
could apply to any company in your industry or they state only a
fact
about you, making it difficult to discern what the discrete
material
risk is to you or your investors.  We cite as examples the
following:

* "We are subject to changes in economic, market and other
conditions" on page 10;
*  "We will require a significant amount of cash, the availability
of
which depends on many factors beyond our control" on page 13;
*  "We face risks associated with litigation from customers,
franchisees, employees and others in the ordinary course of
business"
on page 15;
* "We are subject to all of the risks associated with owning and
leasing real estate" on page 17;
*  "We intend to evaluate acquisitions, joint ventures and other
strategic initiatives...," page 18; and
* "Our historical financial results may not be representative of
our
results as a separate, stand-alone company" on page 20.

Please revise to convey in the risk factor captions and in the
accompany text the discrete material risk to your operations,
business, financial condition, share price, and so on, as
applicable.
Consider focusing your risk factor section on the material risks
to
you.
12. If material, please convey in an appropriate risk factor that
Wendy`s compensation committee initially will make compensation
recommendations to your board regarding executive officer
compensation, as you state on page 86, and that the Wendy`s
compensation committee will be the initial administrator of your
2006
stock incentive plan, as you state on page 91.
13. Tell us what consideration you have given to including a risk
factor that discusses any material risks to you in your
relationship
with third parties, such as customers, suppliers, and so on, due
to
your increasing independence from Wendy`s.

Termination of our Maidstone Bakeries joint venture..., page 12
14. To assist investors in assessing the magnitude of the risk,
state
the percentage of your revenues for fiscal 2004 that stemmed from
your operations at the Maidstone Bakeries facility.  Also explain
the
term "par-baked" when first used in the prospectus.

We will require a significant amount of cash..., page 13
15. To offer investors a fuller sense of the degree to which you
would need significant cash from other sources as you become more
independent from Wendy`s, please generally describe the extent to
which Wendy`s financed your business for the last fiscal year.

We will have substantial debt obligations..., page 17
16. Please quantify the debt service obligations anticipated after
this offering and consummation of the related transactions.

Our ability to operate our business effectively...transitional
services..., page 20
17. So that investors may realize the magnitude of the risk, state
the expected term of the shared services agreement with Wendy`s.

Following this offering, we will continue to be dependent on
Wendy`s..., page 21
18. To assist investors in realizing the scope of the risk, please
expand your general summary of the kinds of key services Wendy`s
will
provide you following the offering.  Provide a fuller description
of
the services as well as any amounts you are required to pay
Wendy`s
in exchange for those services in your section discussing your
relationship with Wendy`s beginning on page 99.  Similarly provide
examples of the types of services that Wendy`s will no longer
provide
following the completion of the offering.
19. We note your statement on page 21 that you "expect some of
[the
key services provided by Wendy`s] to be provided for longer or
shorter periods than the initial term."  Explain under what
general
circumstances Wendy`s would provide the services to you for
periods
shorter than the initial term.  Also, briefly describe under what
circumstances Wendy`s unilaterally may terminate its shared
services
agreement with you.

Wendy`s will not be required to offer corporate opportunities to
us...., page 22
20. Please briefly note the general kinds of corporate
opportunities
that your directors could offer to Wendy`s before you.

Our directors and executive officers ...who hold positions with
Wendy`s..., page 24
21. To assist investors in realizing the likelihood of the risk,
please state what percentage of your board immediately following
the
offering will be comprised of directors that hold positions with
Wendy`s or own significant amounts of Wendy`s common shares.
Please
state which of your executive offices listed on page 84 will be
held
by individuals that hold positions with Wendy`s or significant
amounts of Wendy`s common shares.

Dilution, page 31
22. Quantify the dilution to new investors if the underwriters
fully
exercise their over-allotment option.

Selected Historical Consolidated Financial and Other Data, page 32
23. We note from your disclosure under the heading "Consolidated
Balance Sheets Data - at end of period indicated" that your long-
term
debt and total liabilities balance significantly increased between
2000 and 2001.  In this regard, please provide in a footnote the
nature, facts and circumstance that caused these significant
increases.  Refer to Item 301(b)(2) of Regulation S-K for
guidance.

Unaudited Pro Forma Consolidated Statements of Operations, pages
36 -
37
24. From the disclosure under Dividend Policy on page 29, and in
the
notes to the pro forma statements and unaudited interim
consolidated
financial statements, we note that you distributed a dividend on
common shares in September 2005 to Wendy`s in the amount of a $960
million promissory note.  In addition, the disclosure in note 3 to
the Summary and Selected Historical Consolidated Financial Data,
pages 8 and 33, states that notes and accounts receivable from
Wendy`s will be distributed in the fourth quarter of 2005 with
such
amounts approximating $225 million as of October 2, 2005.  The
distribution of these notes and accounts receivable should also be
treated as a dividend distribution for purposes of presenting pro
forma information.  Therefore, as the total distributions of
approximately $1.185 billion distributed to Wendy`s exceed
earnings
in the current year, the pro forma earnings per share data for the
latest year and interim period should give effect to the increase
in
the number of shares which, when multiplied by the offering price,
would be sufficient to replace the capital in excess of earnings
being withdrawn.   Refer to the guidance in Topic 1.B.3 of the
Staff
Accounting Bulletins.  Please revise the pro forma consolidated
statement of operations and provide appropriate note disclosure
describing the pro forma earnings per share treatment accordingly.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations,
page 41
25. Please specifically address what changes in your results of
operations, liquidity and capital resources, and trends you expect
as
a result of your reorganization from a private company to a public
company.  It is important for investors to understand your
historical
financial information when you were a private company and whether
and
the extent to which management expects the trends and results of
operations to continue or change as a public company.  In this
regard, we note your risk factor on page 19 regarding the increase
in
costs as a result of becoming a public company.  As another
example,
address the financial impact of the costs you expect to incur as a
result of operating as an independent public subsidiary of
Wendy`s,
such as any increased costs associated with reduced economies of
scale, any financial commitments you will have to Wendy`s in
connection with the separation agreement, etc.
26. Please expand upon other developments and trends that may
impact
your business and operations.  For example, discuss how your plans
to
expand in Canada and the U.S. will impact your business,
specifically
addressing your expectation that you will require a "significant
amount of cash" to support that expansion, as mentioned in your
risk
factor on page 13.

Results of Operations, page 49
27. Throughout this section, you frequently attribute a material
change to two or more events or factors that you describe without
quantification.  See for example your reasons for the changes in
revenues on pages 49 and 50.  In discussing the material changes,
please quantify the amount of change attributed to each factor.
Further, provide disclosure that will provide insight into the
underlying business developments or conditions that resulted in
the
changes.  For example, discuss whether any of these factors
represent
part of a trend that will continue to affect your operations going
forward.  Further, stating that particular line items increased or
expenses decreased "primarily" due to a factor or factors does not
provide your investors with sufficient understanding of the
factors
that caused the change.  Revise your disclosure as appropriate.
Please refer to Item 303 of Regulation S-K and the Commission`s
Interpretive Release on Management`s Discussion and Analysis of
Financial Condition and Results of Operation on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.

Recent Developments, page 52
28. We note from your disclosure that you expect to record during
the
fourth quarter of fiscal 2005 between US$15 and US$20 million in
pre-
tax charges for the impairment of certain fixed assets associated
with Tim Hortons restaurants in New England that were acquired in
2004 and an impairment charge of approximately US$25 million pre-
tax
for the write-down of goodwill.  In this regard, please explain to
us
in further detail why these impairment charges will not be
recognized
until the fourth quarter of 2005. Your response should clearly
explain why recognition of the impairments was not required until
the
fourth quarter rather than in prior periods.

Liquidity and Capital Resources, page 58
29. On page 58 you state that "Wendy`s has informed [you] that
they
intend that notes and trade balances outstanding as of October 2,
2005, between Wendy`s and [you] ... will be distributed by [you]
to
Wendy`s or contributed as equity to [you] in the fourth quarter of
2005, forming a continuing part of [y]our equity."  Please state
the
amount involved other than the $960 million note.  Also explain
what
you mean by "distributed" here.
30. We note your statement on page 58 that you "believe [you] will
have sufficient cash flows from operations to fund [y]our working
capital requirements."  Please indicate if your belief covers the
next 12 months and whether this also covers the expected
expenditures
you describe on page 60 for new restaurant development and other
capital needs.  Also note that you should discuss your ability to
meet upcoming cash requirements over both the short and long term.
Refer to Section IV of the Commission`s Interpretive Release on
Managements Discussion and Analysis of Financial Condition and
Results of Operations which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.
31. On page 59, you state "In connection with our separation from
Wendy`s, [you] and Wendy`s determined the amount of debt that
[you]
would incur after considering [y]our ability to service the debt,
our
leasing arrangements, [y]our ability to finance current and future
growth initiatives and the capital structure of comparable
companies."  In this regard, please revise to disclose the amount
of
debt that you expect to incur in connection with your separation
from
Wendy`s.  Also state the amount of debt that you and Wendy`s
determined, or clarify that it is the same as the amounts you have
described on page 59 in the loan agreements subsection.
32. Once you have entered into the revolving credit facilities and
term loan agreement, file them as exhibits to this registration
statement, and provide related summaries of the terms, such as
financial covenants, ratios and events of default, in your
liquidity
and capital resources subsection.  In particular, note that
Release
No. 33-8350 recommends expanded disclosure of material covenants
when
they limit, or are reasonably likely to limit, a company`s ability
to
undertake financing to a material extent.  In addition, file as an
exhibit your current $25 million credit facility if it will exist
at
the time of the offering.
33. Disclose the business purpose for the issuance of the $960
million note as a dividend to Wendy`s.
34. Revise the discussion in the carry-over paragraph on pages 60
and
61 to indicate how the various transactions between you and
Wendy`s,
such as borrowings from Wendy`s, will change or cease to be
available
following completion of the offering.

Contractual Obligations, page 61
35. Please revise this table to include disclosure of your
outstanding obligations to Wendy`s.
36. Revise this section to include disclosure explaining how the
various transactions that you plan to complete in connection with
your planned offering will impact your contractual obligations.

Recently Issued Accounting Standards, page 66
Note 18 - Recently Issued Accounting Standards, page F-32
Note 13 - Recently Issued Accounting Standards, page F-43
37. Reference is made to the disclosure on the decision and
approval
by Wendy`s Compensation Committee and board of directors to
accelerate vesting of all outstanding stock options, except for
those
held by independent directors.  Although you disclose an
expectation
that the adoption of SFAS 123R will not have a significant impact
on
your financial statements, we believe that you should expand the
disclosure to detail the estimated total amount of non-cash
compensation expense under the guidance of SFAS 123R that the
company
will not incur as a result of this decision to accelerate vesting
of
the stock options.  In this regard, disclosure of the estimated
total
amount of expense that will not impact future operations will
provide
investors with an ability to compare and assess the performance of
companies that may have chosen not to accelerate the vesting of
their
stock options and, therefore, will incur future expense for this
decision.  This disclosure can also provide investors with some
comparability to other companies that may have made a similar
decision and provide this disclosure.  Please revise accordingly.



Business, page 68
38. Please revise to offer more information about your
competitors`
market share in your business segments, if possible, or revise
your
disclosure to more clearly state, if true, that McDonald`s is your
only competitor with significant market share in both segments.
39. Specify whether the data contained in the first bullet on page
72
is limited to the QSR segment in Canada.
40. Revise to disclose more fully the nature of your IAWS
subsidiary
joint venture agreement.  Disclose the material terms of the
agreement besides the compulsory buy-sell procedure, such as any
exclusivity provisions, fee-sharing arrangements, etc.  In
addition,
file as an exhibit the joint venture agreement, or tell us why you
believe it is not required to be filed under Item 601 of
Regulation
S-K.

Management, page 84
41. Once you have determined who will be on the board of directors
at
the time of the offering, to which class of the board each
director
will belong, and on which committees each director will serve,
revise
your disclosure to include this information.  Also, we remind you
to
file consents for any persons about to be named as directors who
have
not signed the registration statement.  See Securities Act Rule
438.
42. We note the disclosure indicating that you plan to adopt the
2006
incentive stock plan prior to the closing of your public offering.
Please revise MD&A to discuss the number and terms of any stock
options that you expect to grant in connection with your planned
offering and indicate the amount of expense that will be
recognized
during the current period and in future periods in connection with
the option grants.
43. State the exercise prices, if applicable, of the 2006 stock
incentive plan awards that each director or officer in the table
on
page 97 will receive.  Disclose whether the exercise price of an
award will be less than the initial public offering price of the
shares of common stock offered under this registration statement.
If
the exercise price of an award is anticipated to be less than the
IPO
price, expand the disclosure to address any material stock
compensation costs.  File the 2006 stock incentive plan as an
exhibit
to this registration statement when it is available.
44. We note your statement on page 97 that you "have not entered
into
any employment agreements with any executive officers."  Please
state
whether you intend to have employment agreements by the period
immediately following the offering, and, if not, how you will
determine the named executive officers` compensation for the near
term.  In addition, disclose whether their executive compensation
for
duties related to your business during the last fiscal year was
governed by employment agreements and with whom.

Underwriting, page 126
45. As soon as practicable, please furnish us with a statement as
to
whether or not the amount of compensation to be allowed or paid to
the underwriters has been cleared with the NASD.  Prior to the
effectiveness of this registration statement, please provide us
with
a copy of the letter or a call from the NASD informing us that the
NASD has no additional concerns.
46. Describe briefly the factors that the underwriters would
consider
in determining whether to consent to the sale of shares by Wendy`s
before the lock-up period`s expiration.
47. We note your disclosure in the final paragraph on page 115.
Identify which underwriters have material relationships with you
and
the nature of the relationship, as required by Item 508 of
Regulation
S-K.

Index to Consolidated Financial Statements

Consolidated Statements of Operations, page F-3
48. Please revise to separately disclose in your consolidated
statements of operations the amount of revenues associated with
initial franchise fees, rents, and royalties, the sale of coffee,
dry
goods and equipment to franchisees and sales associated with
company
owned stores during each period presented.  Additionally, please
separately disclose the costs of sales associated with each of
these
activities. Refer to the requirements of Rule 5-03(b)(1) and (2)
of
Regulation S-X.  If you do not believe additional disclosures are
required, please provide us with quantified information supporting
your conclusions for each period presented.

Consolidated Statements of Cash Flows, page F-5
49. Revise to provide additional disclosure regarding the
components
of the "other, net" line item reflected in your consolidated
statements of cash flows.  In this regard, we note that this line
item represented over ten percent of your net cash provided by
operating activities during both the years ended December 29, 2002
and December 28, 2003.
50. Please tell us and explain in your accounting policy
disclosures
why certain changes in amounts payable to/from Wendy`s have been
classified as operating cash flows, while changes in other
receivables have been reflected in investing and financing cash
flows
in your consolidated statements of cash flows.

Consolidated Statements of Comprehensive Income, page, F-7
51. Please separately disclose the nature and amounts related to
the
"other" category, rather than combining it with translation
adjustments in your consolidated statements of comprehensive
income.
Also disclose the amount of income tax expense or benefit
allocated
to each component of other comprehensive income.  Refer to the
requirements of paragraphs 22 through 25 of SFAS No.130.

Note 1. Summary of Significant Accounting Policies

Basis of presentation, page F-8
52. We note the disclosure indicating that the functional currency
of
the company is the U.S. dollar primarily because of its historical
financial interrelatedness with Wendy`s. We also note that the
majority of the company`s operations, restaurants and cash flows
are
based in Canada and the company is primarily managed in Canadian
dollars. Given that the cash flows associated with the company`s
operations appear to be primarily in Canadian dollars, indicating
that Canada is the primary economic environment in which the
company
operates, please explain in detail how the company determined that
the U.S. dollar is its functional currency.  Your response should
clearly explain how the various factors outlined in paragraph 42
of
SFAS No.52 were considered in determining the company`s functional
currency. We may have further comment upon receipt of your
response.

Franchise operations, page F-11
53. Given the significant changes in franchisor-owned outlets or
franchised outlets during the periods presented as indicated by
the
disclosure on page 44 of MD&A, please provide the disclosures
required by paragraph 23 of SFAS No. 45 in a note to your
consolidated financial statements.

Foreign operations, page F-13
54. We note from your disclosure on page F-13 that the functional
currency of each of the company`s subsidiaries and legal entities
is
the local currency in which each subsidiary operates, which is
either
the Canadian or the U.S. dollar. This statement is inconsistent to
the disclosure on page F-8 under the heading "Basis of
presentation"
where you state that the "functional currency of the Company is
the
U.S. dollar primarily because of its historical financial inter-
relatedness with Wendy`s."  Please revise or advise accordingly.




Stock options and equity-based compensation, page F-13
55. We note the disclosure indicating that "in calculating the
fair
value of options issued, the underlying characteristics of grants
made under the Wendy`s WeShare Plan and the 1990 Plan are unique
enough to warrant using different assumptions for these
calculations
because the different employee groups exhibit different exercise
patterns."  Please explain in further detail why the company
believes
it is appropriate to utilize different volatility and risk free
interest rates for options granted under each of these plans
during
the periods presented in your financial statements.  Also, please
explain why the expected lives of the options used in determining
the
fair value of options granted under each of these plans differed
significantly during the various periods presented.  We note from
the
disclosure in Note 8 that the stock options granted under each of
these plans have a term of ten years from the date of grant and
become exercisable in installments of 25% on each of the first
four
anniversaries of the date of grant; thus, we are unclear as to why
they would have significantly different expected lives.  We may
have
further comment upon receipt of your response.

Derivative instruments, page F-13
56. Please disclose your risk management policy for each of your
hedges, including the ones disclosed in note 17, as required by
paragraph 44 of SFAS No. 133.

Note 2. Expense Allocations, page F-15

Interest Expense
57. We note that the historical consolidated financial statements
include material expense allocations for certain corporate
functions
historically provided by your parent company, Wendy`s.  You also
state that the allocations may not, however, reflect the expense
you
would have incurred as a stand-alone company.  In accordance with
the
guidance in Question 2 of Topic 1.B.1 of the Staff Accounting
Bulletins, please expand the disclosure to provide a practicable
estimate by management of what the expenses would have been on a
stand alone basis for each income statement period or management`s
opinion that such costs on a stand-alone basis would not have been
materially different in each of the periods.
58. We note from your disclosure that "no amount is included in
affiliated interest expense for other amounts receivable from and
payable to Wendy`s for which no interest rate was specified."  We
also note that Wendy`s has not allocated a portion of its external
debt interest cost to the company and, as a result, net interest
expense recorded by the company does not reflect the expense it
would
have incurred as a stand alone company.  Given these factors,
please
provide an analysis of the inter-company accounts as well as the
average balance due to or from related parties for each period for
which an income statement is required.  The analysis of the inter-
company accounts should be in the form of a listing of
transactions
(e.g., the allocation of costs to the subsidiary, inter-company
purchases, and cash transfers between entities) for each period
for
which an income statement is required, reconciled to the inter-
company accounts reflected in the balance sheets.  See SAB Topic
1:B:1 Question 4 for additional guidance.

Note 4. Term Debt, page F-18
59. Please separately disclose the interest rate, maturities,
priorities, and other material terms, including currency of
denomination as it relates to your revolving credit facility of
$25
million.  See Rule 5-02.22 of Regulation S-X for guidance.

Note 7. Capital Stock, page F-22
60. Please tell us and explain in Note 7 how you determined the
value
assigned to the Wendy shares received in 2003 with an aggregate
value
of $247.7 million.  Also tell us and explain in Note 7 how you
accounted for the transaction during 2003 in which Wendy`s shares
with an aggregate value of $247.7 million were exchange for 5.7
million of exchangeable shares and explain why you believe the
treatment used was appropriate.

Note. 10 Dispositions, page F-25
61. Please separately disclose the carry amount(s) of the major
classes of assets and liabilities included as part of the sale of
your cup manufacturing business.  Also, please disclose what
segment
in which the long-lived asset (disposal group) is reported under
SFAS
No. 131.  See paragraph 47 of SFAS No. 144 for additional
guidance.

Note 11. Commitments and Contingencies, page F-25
62. Please provide a description of any services that you have
agreed
to provide for franchise agreements that have not yet been
substantially performed, as required by paragraph 20 of SFAS No.
45.

Note 13. Advertising Costs
63. Tell us and explain in Note 13 the nature of the
"reimbursements"
that have been netted against advertising costs in your
consolidated
financial statements.  Also, please explain in further detail why
you
believe the treatment used with respect to these reimbursements
was
appropriate.




Note 14. Segment Reporting, page F-27
64. We note that you have reflected your operations in two
segments,
with those consisting of your Canadian and U.S. operations.
Please
explain why you do not believe that your company-operated
restaurants, coffee, dry goods and equipments sales operations,
and
your franchised operations do not represent separate reportable
segments for which the disclosures in paragraph 27 of SFAS No.131
should be provided.  If you believe these operations should be
aggregated pursuant to paragraph 17 of SFAS No.131, explain in
detail
your basis for this conclusion.

Note 17. Subsequent Events, page F-31
65. Reference is made to your cash flow hedge disclosure in the
second paragraph to note 17.  Please disclose the maximum length
of
time over which the entity is hedging its exposure to the
variability
in future cash flows for forecasted transactions excluding those
forecasted transactions related to the payment of variable
interest
on existing financial instruments, as required by paragraph 45(b)
of
SFAS No. 133.
66. We note from your disclosure that in the fourth quarter of
2005,
Wendy`s accelerated the vesting of all of its remaining unvested
stock options, including all stock options held by your employees.
In this regard, please tell us and disclose your accounting and
the
future financial statement impact associated with this stock
option
modification.  As part of your response and revised disclosure,
you
should explain how your compensation expense recognition with
respect
to the accelerated vesting of the options complies with the
guidance
outlined in paragraph 36, 159 and 160 of FIN No. 44.

Condensed Consolidated Financial Statements as of and for the
period
ended October 2, 2005
67. Please address our comments with respect to the company`s
audited
financial statements in the interim financial statements, where
applicable.

Condensed Consolidated Balance Sheet, page F-35
68. Reference is made to note 3 in the Summary and Selected
Historical Consolidated Financial Data on the notes and accounts
receivable from Wendy`s that will be distributed in the fourth
quarter of 2005.  As stated in our comment above, the distribution
of
these notes and accounts receivable that approximated $225 million
at
October 2, 2005, should be treated as a dividend distribution for
presenting pro forma information.  In this regard, please present
a
pro forma balance sheet alongside the historical consolidated
balance
sheet that reflects the reduction the notes and accounts
receivable
from Wendy`s with the corresponding reduction in stockholders`
equity
for this dividend distribution.  Refer to the guidance in Topic
1.B.3
of the Staff Accounting Bulletins.  Please revise your condensed
consolidated balance sheet and provide a note in the financial
statements that describes this presentation, accordingly.
69. Please explain to us why your advertising fund restricted
assets
of $19.2 million is classified as a short-term asset, while the
associated advertising fund restricted debt of 19.2 million is
classified as long-term liability.  Also explain to us why $30.9
million of advertising fund assets are classified as property and
equipment (long-term assets), while your associated advertising
fund
restricted liability of $30.9 million is classified as short-term
liability.

Condensed Consolidated Statements of Cash Flows, page F-36
70. Please specifically disclose on the face of the condensed
consolidated statement of cash flows the $960 million dividend
distribution issued to your parent company, Wendy`s, through the
issuance of a note payable.  In view of the highly material nature
of
this transaction, disclosure through reference to a note in the
financial statements is not sufficient in terms of clarity and
transparency for this item.  Please revise accordingly.
71. We recognize that your interim condensed consolidated balance
sheet already gives effect to the September 2005 dividend
distribution ($960 million) to your parent company and pro forma
information is not required when a transaction is already
reflected
in the latest period`s consolidated balance sheet.   However, we
believe that your fiscal year consolidated balance sheet, page F-
4,
should contain disclosure of a statement to investors in bold
print
that a material reduction in stockholders` equity with a
corresponding increase in liabilities occurred subsequent to the
fiscal year balance sheet date through a September 2005 dividend
distribution of $960 million issued to our sole shareholder.  This
presentation appears meaningful and relevant in view of the
significant changes that occurred in the balance sheet accounts
and
the material nature of this distribution.

Note 11. Related Party, page F-42
72. Please revise Note 11 to explain in further detail the nature
and
terms of the transaction in which the company settled a $128.0
million note receivable from Wendy`s, net of a $108.5 million note
payable to Wendy`s and other amounts with Wendy`s.  As part of
your
revised disclosure, explain the nature and amounts of the "other
amounts" with Wendy`s that were settled as part of this
transaction.

Note 12. Foreign Currency Derivatives, page F-42
73. Revise Note 12 to include all of the disclosures required by
paragraphs 44 and 45 of SFAS No. 133, as applicable, with respect
to
the foreign currency derivatives that were entered into during the
third quarter of 2005.
Other
74. As it appears that Wendy`s will continue to own a controlling
interest in the company following the completion of its planned
public offering based on the disclosures provided on page 21 and
elsewhere in the registration statement, please revise the notes
to
your financial statements and MD&A to discuss the existence of
this
control relationship following completion of the offering.  Also,
please disclose that certain officers and directors of Wendy`s
will
also act as officers and directors of the company.  In addition,
please disclose the terms of the various agreements the company
will
enter into with Wendy`s in connection with the offering as
discussed
on pages 99 through 101 of the registration statement.  Refer to
the
requirements of paragraph 2 of SFAS No. 57.

Exhibits
75. Please file your remaining exhibits as soon as practicable.
With
your next amendment, provide us with at least draft copies of the
legality opinion.  We will need adequate time to review and
comment
upon it and the other exhibits.

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jeffrey Jaramillo, Staff Accountant, at 202-
551-3212 or Linda Cverkel, Accountant Branch Chief, at 202-551-
3813
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Cheryl Grant, Staff Attorney,
at
202-551-3359, Michele M. Anderson, Legal Branch Chief, at 202-551-
3833 or me at 202-551-3750 with any other questions.

      					Sincerely,



      					Max A. Webb
      Assistant Director


cc:	via facsimile 202-955-7614
      J. Steven Patterson, Esq.
	Akin Gump Strauss Hauer & Feld LLP

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Mr. McCorkle
Wendy's International, Inc.
December 30, 2005
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