Edgar Filing: DELTA OFFSHORE LTD

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TRAFELET & CO LLC

2. Issuer Name and Ticker or Trading Symbol
DENNYS CORP [DENN]

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)

900 THIRD AVE, 5TH FL

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2006

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/25/2006		S		1,010,700	D	$ 4.06	925,000 ⁽¹⁾	I	Delta Pleiades, LP
Common Stock								5,310,300 ⁽²⁾	I	Delta Institutional, LP
Common Stock								967,100 ⁽³⁾	I	Delta Onshore, LP
Common Stock	01/25/2006		S		273,900	D	$ 4.01	848,100 ⁽¹⁾	I	Delta Pleiades, LP
Common Stock								5,187,200 ⁽²⁾	I	Delta Institutional, LP
Common Stock								893,200 ⁽³⁾	I	Delta Onshore, LP
Common Stock	01/26/2006		S		500,000	D	$ 4	761,100 ⁽¹⁾	I	Delta Pleiades, LP
Common Stock								4,860,000 ⁽²⁾	I	Delta Institutional, LP
Common Stock								807,400 ⁽³⁾	I	Delta Onshore, LP
Common Stock	01/26/2006		S		146,000	D	$ 4.01	6,322,215 ⁽⁴⁾	I	Delta Offshore, Ltd.
Common Stock	01/27/2006		S		1,700,000	D	$ 4	561,100 ⁽¹⁾	I	Delta Pleiades, LP
Common Stock								4,085,000 ⁽²⁾	I	Delta Institutional, LP
Common Stock								582,400 ⁽³⁾	I	Delta Onshore, LP
Common Stock								5,822,215 ⁽⁴⁾	I	Delta Offshore, Ltd.
Common Stock	01/27/2006		S		1,770,000	D	$ 4	3,578,700 ⁽²⁾	I	Delta Institutional, LP
Common Stock								4,558,515 ⁽⁴⁾	I	Delta Offshore, Ltd.
Common Stock	01/27/2006		S		175,000	D	$ 4	4,383,515 ⁽⁴⁾	I	Delta Offshore, Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TRAFELET & CO LLC 900 THIRD AVE 5TH FL NEW YORK, NY 10022		X
TRAFELET REMY W C/O TRAFELET & COMPANY, LLC 909 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10022		X
DELTA INSTITUTIONAL LP C/O TRAFELET & COMPANY, LLC 900 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10022		X
DELTA ONSHORE, LP C/O TRAFELET & COMPANY, LLC 909 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10022		X
DELTA OFFSHORE LTD C/O BNY ALT. INVESTMENT SERVICES LIMITED 48 PAR-LA-VILLE ROAD, SUITE 464 HAMILTON HM11, D0		X
DELTA PLEIADES, LP C/O TRAFELET & COMPANY, LLC 909 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10022		X

Signatures

Trafelet & Company, LLC, By: /s/ Remy W. Trafelet		01/27/2006
^**Signature of Reporting Person		Date
By: /s/ Remy W. Trafelet		01/27/2006
^**Signature of Reporting Person		Date
Delta Institutional, L.P.By: Trafelet & Company Advisors, LLC, General Partner, By: /s/ Remy W. Trafelet, Managing Member		01/27/2006
^**Signature of Reporting Person		Date
Delta Onshore, LP, By: Trafelet & Company Advisors, LLC, General Partner, By: /s/ Remy W. Trafelet, Managing Member		01/27/2006
^**Signature of Reporting Person		Date
Delta Offshore, Ltd., By: /s/ Remy W. Trafelet, Director		01/27/2006
^**Signature of Reporting Person		Date
Delta Pleiades, LP, By: Trafelet & Company Advisors, LLC, General Partner, By: /s/ Remy W. Trafelet, Managing Member		01/27/2006
^**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)	These securities may be deemed to be beneficially owned by Trafelet & Company, LLC ("Trafelet"), the management company of Delta Pleiades, LP, and Mr. Remy W. Trafelet, the managing member of Trafelet. Each such reporting person and the joint filers disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person or any joint filer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act, as amended, or for any other purpose.
(2)	These securities may be deemed to be beneficially owned by Trafelet & Company, LLC ("Trafelet"), the management company of Delta Institutional, LP, and Mr. Remy W. Trafelet, the managing member of Trafelet. Each such reporting person and the joint filers disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person or any joint filer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act, as amended, or for any other purpose.
(3)	These securities may be deemed to be beneficially owned by Trafelet & Company, LLC ("Trafelet"), the management company of Delta Onshore, LP, and Mr. Remy W. Trafelet, the managing member of Trafelet. Each such reporting person and the joint filers disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person or any joint filer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act, as amended, or for any other purpose.
(4)	These securities may be deemed to be beneficially owned by Trafelet & Company, LLC ("Trafelet"), the investment manager of Delta Offshore, Ltd., and Mr. Remy W. Trafelet, the managing member of Trafelet. Each such reporting person and the joint filers disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person or any joint filer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act, as amended, or for any other purpose.

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