Ownership Submission
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 *
BASONE MICHAEL
   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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, WW.com & CTO
(Last)
(First)
(Middle)
11 MADISON AVE., 17TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/03/2011
(Street)

NEW YORK, NY 10010		 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 03/03/2011   M   15,000 A $ 53.03 15,000 D  
Common Stock 03/03/2011   M   31,500 A $ 42.08 46,500 D  
Common Stock 03/03/2011   M   12,000 A $ 47.49 58,500 D  
Common Stock 03/03/2011   M   4,500 A $ 47.1 63,000 D  
Common Stock 03/03/2011   S   63,000 D $ 60.3161 (1) 0 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
Non-Qualified Stock Option (right to buy) $ 53.03 03/03/2011   M     15,000   (2) 07/14/2015 Common Stock 15,000 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 42.08 03/03/2011   M     31,500   (3) 05/22/2016 Common Stock 31,500 $ 0 10,500 D  
Non-Qualified Stock Option (right to buy) $ 47.49 03/03/2011   M     12,000   (4) 03/12/2017 Common Stock 12,000 $ 0 0 D  
Non-Qualified Stock Options (right to buy) $ 47.1 03/03/2011   M     4,500   (5) 03/14/2018 Common Stock 4,500 $ 0 6,750 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BASONE MICHAEL
11 MADISON AVE., 17TH FLOOR
NEW YORK, NY 10010		       President, WW.com & CTO  

Signatures

 Stephanie Delavale, as Attorney-In-Fact for Michael Basone   03/04/2011
**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) This transaction was executed in multiple trades at prices ranging from $59.90 to $60.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(2) Options for 15,000 shares were granted on July 14, 2005 and vested on the following schedule: 20% on July 14, 2006, 20% on July 14, 2007, 20% on July 14, 2008, 20% on July 14, 2009 and 20% on July 14, 2010.
(3) Options for 52,500 shares were granted on May 22, 2006 and vest on the following schedule: 20% on May 22, 2007, 20% on May 22, 2008, 20% on May 22, 2009, 20% on May 22, 2010 and 20% on May 22, 2011.
(4) Options for 12,000 shares were granted on March 12, 2007 and vested 100% on March 12, 2010.
(5) Options for 11,250 shares were granted on March 14, 2008 and vest on the following schedule: 20% on March 14, 2009, 20% on March 14, 2010, 20% on March 14, 2011, 20% on March 14, 2012 and 20% on March 14, 2013.

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