Sec Form 4 Filing - MCSORLEY RICHARD @ WEIGHT WATCHERS INTERNATIONAL INC - 2004-02-27

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 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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1. Name and Address of Reporting Person MCSORLEY RICHARD 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) COO NACO (Last) (First) (Middle) 175 CROSSWAYS PARK WEST 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2004 (Street) WOODBURY, NY11797-2055 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/27/2004 M 7,842 A $ 4.0375 68,862 D Common Stock 02/27/2004 S 7,842 D $ 37.104 61,020 D Common Stock 02/27/2004 M 15,730 A $ 4.0375 76,750 D Common Stock 02/27/2004 S 15,730 D $ 37.104 61,020 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) ( 1 ) $ 4.0375 02/27/2004 M 7,842 05/07/2001( 2 ) 05/07/2011 Common Stock 7,842 $ 37.104 134,461 D Non-Qualified Stock Option (right to buy) ( 1 ) $ 4.0375 02/27/2004 M 15,730 05/07/2001( 2 ) 05/07/2011 Common Stock 15,730 $ 37.104 118,731 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCSORLEY RICHARD 175 CROSSWAYS PARK WEST WOODBURY, NY11797-2055 COO NACO Signatures Richard McSorley 03/02/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of derivative securities benficially owned following reported transactions include all options granted on May 7, 2001 with the exercise price of $4.0375 and expiration date of May 7, 2011. The total does not include other options granted on January 13, 2003 with the exercise price of $42.27 and expiration date of January 12, 2008; and on January 5, 2004 with the exercise price of $38.64 and expiration date of January 4, 2009 (each as previously reported on Form 4). ( 2 )Options for 94,107 shares were granted on May 7, 2001 that vest on the following schedule: 20% on January 16, 2002; 20% on January 16, 2003; 20% on January 16, 2004; 20 % on January 16, 2005; and 20% on January 16, 2006. Options for 188,215 shares were granted on May 7, 2001 that, subject to meeting certain EBITDA targets, vest on the following schedule: 25% on May 7, 2001; 25% on December 28, 2002; 25% on January 3, 2003; 12.5% on January 1, 2004; and 12.5% on December 31, 2005.

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