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 * Demeter Tod A   2. Issuer Name and Ticker or Trading Symbol Wright Express CORP [WXS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP & Chief Info. Officer (Last) (First) (Middle) 97 DARLING AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2005 (Street) SOUTH PORTLAND, ME 04106 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 02/22/2005   A   2,500 A $ 18 2,500 D   Common Stock (1) 02/22/2005   A   5,762 A $ 17.3 8,262 D   Common Stock 02/22/2005   F(2)   2,028 D $ 17.08 6,234 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

Restricted Stock Units

$ 0

02/22/2005

A

13,333

(3)

(3)

Common Stock

13,333

$ 0

13,333

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Demeter Tod A 97 DARLING AVENUE SOUTH PORTLAND, ME 04106			SVP & Chief Info. Officer

Signatures

Hilary A. Rapkin, as attorney-in-fact for Tod. A. Demeter		02/24/2005
**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)	Securities were granted under the Wright Express Corporation ("Wright Express") 2005 Equity and Incentive Plan in connection with the initial public offering of Wright Express and the reporting person's surrender of restricted stock units of Cendant Corporation ("Cendant"), the parent of Wright Express prior to the initial public offering, and stock options to purchase Cendant common stock.
(2)	Represents tax witholdings in connection with the surrender of restricted stock units of Cendant in exchange for common stock of Wright Express.
(3)	Restricted Stock Units will become exercisable with respect to 25% of the shares on each of the first four anniversaries of the date of grant.

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