10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

R	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended January 2, 2005
	or
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from        to        .

Commission File Number: 0-25123

P.F. Chang’s China Bistro, Inc.

(Exact name of registrant as specified in its charter)

Delaware	86-0815086
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
15210 N. Scottsdale Rd., Ste. 300	85254
Scottsdale, AZ	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (602) 957-8986

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes R No £

     The aggregate market value of the registrant’s common stock as of the last day of the second fiscal quarter, June 27, 2004, is $607,524,070.

     On March 14, 2005 there were outstanding 26,127,793 shares of the registrant’s Common Stock.

Documents Incorporated by Reference
(to the extent indicated herein)

     Specified portions of the registrant’s Proxy Statement with respect to the Annual Meeting of Stockholders to be held May 6, 2005 are incorporated by reference into Part III of this Report.

Explanatory Note

     This Amendment No. 1 to P.F. Chang’s, Inc. Annual Report on Form 10-K for the year ended January 2, 2005, which was filed with the Securities and Exchange Commission on April 1, 2005, is being filed to correct typographical printing errors in Item 9A “Controls and Procedures” (misstaked to misstated), “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” (date change from March 31, 2005 to March 25, 2005 at the end of their Report and misstaked to misstated) and Exhibit 23.1 “Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm” (date change from March 30, 2005 to March 31, 2005). This Form 10-K/A does not amend, modify or update any other information.

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TABLE OF CONTENTS

	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	Item 9A. Controls and Procedures
	Item 15. Exhibits, Financial Statement Schedules
SIGNATURES
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   None.

Item 9A. Controls and Procedures

     Disclosure Controls and Procedures—We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company’s are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

     In connection with the preparation of this Annual Report on Form 10-K, as of January 2, 2005, an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). In performing this evaluation, management reviewed our lease accounting practices in light of recent guidance from the SEC on such accounting practices. As a result of this review, we concluded that our previously established lease accounting practices were not appropriate and determined that our occupancy expense, depreciation and amortization expense, property and equipment, and lease obligations over the last several years had been misstated. Accordingly, as described below, we have decided to restate certain of our previously issued financial statements to reflect the correction in our lease accounting practices. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of January 2, 2005.

     Management’s Annual Report on Internal Control over Financial Reporting—Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

     Our management has assessed the effectiveness of our internal control over financial reporting as of January 2, 2005. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control—Integrated Framework.

     In performing this assessment, management reviewed the Company’s lease accounting practices in light of recent guidance from the SEC on such accounting practices. As a result of this review, management concluded that our controls over the selection and monitoring of appropriate assumptions and factors affecting lease accounting practices were insufficient, and, as a result, management has determined that our occupancy expense, depreciation and amortization expense, property and equipment, and lease obligations over the last several years had been misstated. On March 15, 2005, the Audit Committee of the Board of Directors (the “Committee”) and management determined to restate certain of our previously issued financial statements to reflect the correction in our lease accounting practices.

     Management evaluated the impact of this restatement on its assessment of our internal control over financial reporting and has concluded that the control deficiency that resulted in the incorrect lease accounting practices represented a material weakness. A material weakness in internal control over financial reporting is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 2), or combination of control deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. PCAOB Auditing Standard No. 2 identifies a number of circumstances that, because of their likely significant negative effect on internal control over financial reporting, are to be regarded as at least significant deficiencies as well as strong indicators that a material weakness exists, including the restatement of previously issued financial statements to reflect the correction of a misstatement. As a result of this material weakness, management has concluded that, as of January 2, 2005, our internal control over financial reporting was not effective based on the criteria set forth by COSO in Internal Control—Integrated Framework.

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     Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on management’s assessment of our internal control over financial reporting. This report appears below.

     Remediation Steps to Address Material Weakness—To remediate the material weakness in our internal control over financial reporting, we have implemented additional review procedures over the selection and monitoring of appropriate assumptions and factors affecting lease accounting practices.

     Change in Internal Control Over Financial Reporting—There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The Board of Directors and Shareholders of
P.F. Chang’s China Bistro, Inc.

We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting that P.F. Chang’s China Bistro, Inc. (the “Company”) did not maintain effective internal control over financial reporting as of January 2, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). The Company’s management is responsible for maintaining effective internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness has been identified and included in management’s assessment. As of January 2, 2005, management identified deficiencies in the Company’s internal control over financial reporting regarding the selection, monitoring, and review of assumptions and factors affecting lease accounting practices, due to an error in the Company’s interpretation of U.S. generally accepted accounting principles. As a result of this material weakness in internal control over financial reporting, the Company determined its previously reported occupancy expense, depreciation and amortization expense, property and equipment, and lease obligations had been misstated and that previously issued financial statements should be restated. This material weakness was considered in determining the nature, timing, and extent of audit tests

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applied in our audit of the 2004 consolidated financial statements, and this report does not affect our report dated March 25, 2005 on those financial statements.

In our opinion, management’s assessment that P.F. Chang’s China Bistro, Inc. did not maintain effective internal control over financial reporting as of January 2, 2005 is fairly stated, in all material respects, based on the COSO control criteria. Also, in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, P.F. Chang’s China Bistro, Inc. has not maintained effective internal control over financial reporting as of January 2, 2005, based on the COSO control criteria.

/s/ Ernst & Young LLP

Phoenix, Arizona
March 25, 2005

Item 15. Exhibits, Financial Statement Schedules

     Documents filed as part of this report:

     1. The following Financial Statements of the Company are included in Part II, Item 8 of this Annual Report on Form 10-K:

     Report of Independent Registered Public Accounting Firm;

     Consolidated Balance Sheets at December 28, 2003 and January 2, 2005;

     Consolidated Statements of Income for the Years Ended December 29, 2002, December 28, 2003 and January 2, 2005;

     Consolidated Statements of Common Stockholders’ Equity for the Years Ended December 29, 2002, December 28, 2003 and January 2, 2005;

     Consolidated Statements of Cash Flows for the Years Ended December 29, 2002, December 28, 2003 and January 2, 2005;

     Notes to Consolidated Financial Statements.

     2. Schedules to Financial Statements:

       All financial statement schedules have been omitted because they are either inapplicable or the information required is provided in the Company’s Consolidated Financial Statements and Notes thereto, included in Part II, Item 8 of this Annual Report on Form 10-K.

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3. Index to Exhibits

Exhibit
Number			Description Document
	3.1	(1)	Amended and Restated Certificate of Incorporation.
	3.2	(2)	Amended and Restated By-laws.
	4.1	(3)	Specimen Common Stock Certificate.
	4.2	(3)	Amended and Restated Registration Rights Agreement dated May 1, 1997.
	† 10.1	(3)	Form of Indemnification Agreement for directors and executive officers.
	† 10.2	(3)	1998 Stock Option Plan and forms of agreement thereunder.
	† 10.3	(3)	1997 Restaurant Manager Stock Option Plan and forms of Agreement thereunder.
	† 10.4	(3)	1996 Stock Option Plan and forms of Agreement thereunder.
	† 10.5	(3)	1998 Employee Stock Purchase Plan.
	† 10.6	(3)	Employment Agreement between Paul M. Fleming and the Company dated January 1, 1996, as amended September 2, 1998.
	10.11	(4)	Office Lease between the Company and PHXAZ-Kierland Commons, LLC, dated September 17, 1999.
	†10.13	(5)	1999 Nonstatutory Stock Option Plan.
	10.15	(6)	First Amendment to Office Lease between the Company and PHXAZ-Kierland Commons, LLC, dated August 22, 2001.
	10.16	(7)	Common Stock Purchase Agreement dated January 11, 2001.
	† 10.17	(6)	Pei Wei Asian Diner, Inc. 2001 Stock Option Plan.
	† 10.18	(8)	Employment Agreement between Richard L. Federico and the Company dated August 3, 2002.
	† 10.19	(8)	Employment Agreement between Robert T. Vivian and the Company dated August 2, 2002.
	† 10.20	(8)	Employment Agreement by and among Russell Owens, Pei Wei Asian Diner, Inc. and the Company dated August 6, 2002.
	10.21	(9)	Second Amendment to office lease between the Company and PHXAZ-Kierland Commons, LLC, dated November 12, 2002.
	10.22	(9)	Line of Credit Agreement between the Company and Bank of America dated December 20, 2002.
	† 10.23	(10)	Key Employee Stock Purchase Plan and forms of Agreement thereunder.
	21.1		List of Subsidiaries.
	23.1		Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm.
	31.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Richard L. Federico.
	31.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Kristina K. Cashman.

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Exhibit
Number		Description Document
	32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Richard L. Federico.
	32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Kristina K. Cashman.

†	Management Contract or Compensatory Plan
(1)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q dated April 25, 2002.
(2)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q dated October 24, 2001.
(3)	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-59749).
(4)	Incorporated by reference to the Registrant’s Form 10-K dated March 3, 2000.
(5)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K dated March 6, 2001.
(6)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K dated February 19, 2002.
(7)	Incorporated by reference to the Registrant’s Form 10-Q, dated April 1, 2001.
(8)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q dated October 23, 2002.
(9)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K dated February 12, 2003.
(10)	Incorporated by reference to the Registrant’s Form S-8 dated January 31, 2005

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 18, 2005.

P.F. CHANG’S CHINA BISTRO, INC.
By:	/s/ RICHARD L. FEDERICO
	Richard L. Federico
	Chairman and Chief Executive Officer

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EX-21.1

Exhibit 21.1

PF CHANG’S CHINA BISTRO, INC. Subsidiaries and Affiliated Companies

P.F. Chang’s China Bistro, Inc.

P.F.C.C.B. Club - Frankford, Inc.

P.F.C.C.B. Texas, Inc.

P.F. Chang’s II, Inc.

P.F. Chang’s III, LLC

PFC Building III Limited Partnership

Fleming/PFC III Corp.

PFCCB Marlton, LLC

PFCCB Licensing, Inc.

PFCCB Administration, Inc.

PFCCB Equipment, LLC

PFCCB Florida Joint Venture

PFCCB Halpern, LLC

PFCCB Lou Tex Joint Venture

PFCCB Mid-Atlantic LLC

PFCCB Midwest LLC

PFCCB NewTex Joint Venture

PFCCB Northwest LLC

PFCCB NUCA LLC

PFCCB SO CAL II LLC

PFCCB SO CAL LLC

PFCCB Southeastern LLC

Pei Wei Asian Diner, Inc

Pei Wei Asian Diner One LLC

Pei Wei Asian Diner Two (Dallas) LLP

Pei Wei Asian Diner Three (SoCal) LLC

PWAD Texas, Inc.

The Arbors Club, Inc.

PWAD Hebron Club, Inc.

Pei Wei Houston, Inc.

P.F. Chang’s VI, Inc.

Pei Wei Asian Diner Four (Houston) LLP

Pei Wei Asian Diner Five (Denver) LLC

PFCCB NUCA (2003) LLC

PFCCB Midwest (2003) LLC

PFCCB So Cal (2003) LLC

PFCCB Wichita LLC

PWAD - Preston Center Club, Inc.

PWAD - Hebron Lewisville Club, Inc.

PWAD - Allen Club, Inc.

Pei Wei Asian Diner Six (Nevada) LLC

PWAD-Forest Lane Club, Inc.

PWH Kingwood Club, Inc.

PFCCB Pinnacle Peak LLC

Pei Wei Asian Diner Seven (Central Texas) LLP

Pei Wei Asian Diner Eight (Oklahoma) LLP

Pei Wei Asian Diner Nine (Washington DC) LLP

Pei Wei Asian Diner Ten (Florida) LLP

Pei Wei Asian Diner Eleven (Minnesota) LLP

PFCCB Shared Corporate Services, Inc.

PFCCB Gift Card Inc.

Pei-the-Wei, Inc.

PFCCB Southeastern 2003

PFCCB Northwest 2004

PFCCB Edgewater LLC

EX-23.1

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-73035, 222-98665, 333-116372, and 333-122408) pertaining to the various stock issuance programs; and in the Registration Statement (Form S-3 No. 333-56618) of P.F. Chang’s China Bistro, Inc. of our reports dated March 25, 2005, with respect to the consolidated financial statements of P. F. Chang’s China Bistro, Inc., P.F. Chang’s China Bistro, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of P.F. Chang’s China Bistro, Inc., included in this Annual Report (Form 10-K) for the year ended January 2, 2005.

/s/ Ernst & Young LLP

Phoenix, Arizona
March 31, 2005

EX-31.1

Exhibit 31.1

I, Richard L. Federico, certify that:

1.	I have reviewed this annual report on Form 10-K/A of P.F. Chang’s China Bistro, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 18, 2005	/s/ RICHARD L. FEDERICO
	Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Kristina K. Cashman, certify that:

1.	I have reviewed this annual report on Form 10-K/A of P.F. Chang’s China Bistro, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 18, 2005	/s/ KRISTINA K. CASHMAN
	Chief Financial Officer

EX-32.1

Exhibit 32.1

     In connection with the Annual Report of P.F. Chang’s on Form 10-K/A for the year ended January 2, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Rick L. Federico, Chief Executive Officer of P.F. Chang’s China Bistro, Inc. (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1)	The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

April 18, 2005	/s/ RICHARD L. FEDERICO
	Chairman and Chief Executive Officer

EX-32.2

Exhibit 32.2

     In connection with the Annual Report of P.F. Chang’s on Form 10-K/A for the year ended January 2, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Kristina K. Cashman, Chief Financial Officer of P.F. Chang’s China Bistro, Inc. (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

3)	The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
4)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

April 18, 2005	/s/ KRISTINA K. CASHMAN
	Chief Financial Officer