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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  STUBBING MELANIE
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2008
3. Issuer Name and Ticker or Trading Symbol
WEIGHT WATCHERS INTERNATIONAL INC [WTW]
(Last)
(First)
(Middle)
11 MADISON AVENUE, 17TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President of International
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10010
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 368
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 07/17/2009(1) 07/17/2018 Common Stock 37,500 $ 34.21 D  
Non-Qualified Stock Option (right to buy) 12/18/2004(2) 12/18/2013 Common Stock 47,000 $ 35.87 D  
Non-Qualified Stock Option (right to buy) 12/30/2006(3) 01/04/2009 Common Stock 10,000 $ 38.64 D  
Non-Qualified Stock Option (right to buy) 12/29/2007(4) 03/11/2010 Common Stock 7,500 $ 42.36 D  
Non-Qualified Stock Option (right to buy) 03/28/2011(5) 03/28/2018 Common Stock 15,000 $ 47.05 D  
Non-Qualified Stock Option (right to buy) 03/12/2010(6) 03/12/2017 Common Stock 7,500 $ 47.49 D  
Restricted Stock Unit Award 12/18/2008(7) 12/18/2008 Common Stock 3,000 $ 0 D  
Restricted Stock Unit Award 01/15/2009(8) 01/15/2009 Common Stock 3,000 $ 0 D  
Restricted Stock Unit Award 03/12/2010(9) 03/12/2010 Common Stock 625 $ 0 D  
Restricted Stock Unit Award 03/28/2011(10) 03/28/2011 Common Stock 1,250 $ 0 D  
Restricted Stock Unit Award 07/17/2009(11) 07/17/2013 Common Stock 3,125 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STUBBING MELANIE
11 MADISON AVENUE
17TH FLOOR
NEW YORK, NY 10010
      President of International  

Signatures

Melanie Stubbing 08/07/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options for 37,500 shares were granted on July 17, 2008 vest on the following schedule: 20% on July 17, 2009; 20% on July 17, 2010; 20% on July 17, 2011; 20% on July 17, 2012; 20% on July 17, 2013.
(2) Options for 47,000 shares were granted on December 18, 2003 that vest on the following schedule: 20% on December 18, 2004; 20% on December 18, 2005; 20% on December 18, 2006; 20% on December 18, 2007; 20% on December 18, 2008.
(3) Options for 10,000 shares were granted on January 5, 2004 and vested at 100% on December 30, 2006.
(4) Options for 7,500 shares were granted on March 11, 2005 and vested at 100% on December 29, 2007.
(5) Options for 15,000 shares were granted on March 28, 2008 and will vest at 100% on March 28, 2011.
(6) Options for 7,500 shares were granted on March 12, 2007 and will vest at 100% on March 12, 2010.
(7) 3,000 Restricted Stock Units were granted on December 18, 2003 will vest at 100% on December 18, 2008.
(8) 3,000 Restricted Stock Units were granted on March 10, 2006 and will vest at 100% on January 15, 2009.
(9) 625 Restricted Stock Units were granted on March 12, 2007 and will vest at 100% on March 12, 2010.
(10) 1,250 Restricted Stock Units were granted on March 28, 2008 and will vest at 100% on March 28, 2011.
(11) 3,125 Restricted Stock Units were granted on July 17, 2008 vest on the following schedule: 20% on July 17, 2009; 20% on July 17, 2010; 20% on July 17, 2011; 20% on July 17, 2012; 20% on July 17, 2013.

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