UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                              SCHEDULE 13G/A

                 Under the Securities Exchange Act of 1934
                            (Amendment No. 1)*

                           AFC Enterprises, Inc.
                         -------------------------
                             (Name of Issuer)

                  Common Stock, par value $0.01 per share
              -----------------------------------------------
                      (Title of Class of Securities)

                                 00104Q107
                              ---------------
                              (CUSIP Number)

                             December 31, 2009
                         ------------------------
          (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

[X] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).


CUSIP No.  00104Q107

       1. Name of Reporting Person

          Brenner West Capital Advisors, LLC

       2. Check the Appropriate Box if a Member of a Group.
          (a)[   ]
          (b)[X]

     3.   SEC Use Only.

     4.   Citizenship or Place of Organization.

          Delaware

                                              5.  Sole Voting Power
                                                   -0-
 Number of Shares Beneficially Owned by Each  6.  Shared Voting Power
 Reporting Person With                             1,202,749
                                              7.  Sole Dispositive Power
                                                   -0-
                                              8.  Shared Dispositive Power
                                                   1,202,749

     9.   Aggregate Amount Beneficially Owned by Reporting Person.

          1,202,749

     10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

          N/A

     11.  Percent of Class Represented by Amount in Row (9)

          4.7%

     12.  Type of Reporting Person

          IA



Item 1(a):Name of Issuer:

          AFC Enterprises, Inc.

Item 1(b):Address of Issuer's Principal Executive Offices:

          5555 Glenridge Connector, NE
          Suite 300
          Atlanta, Georgia

Items 2(a)Name of Person Filing; Address of Principal Business Office
and 2(b):

          This statement is filed by Brenner West Capital Advisors, LLC
          ("Brenner West"), which acts as investment manager to one or more
          private investment funds (the "Funds").  The principal business
          address of the reporting person is 110 East 42nd Street, Suite
          1419, New York, NY 10017.

Item 2(c):Citizenship:

          Brenner West is a Delaware limited liability company.

Item 2(d):Title of Class of Securities:

          Common Stock, par value $0.01 per share ("Common Stock")

Item 2(e):CUSIP Number:

          00104Q107

Item 3:   If this statement is filed pursuant to Rules 13d-1(b), or 13d-
          2(b) or (c), check whether the person filing is a:

          (a)  [  ] Broker or dealer registered under Section 15 of the
               Act.
          (b)  [  ] Bank as defined in Section 3(a)(6) of the Act.
          (c)  [  ] Insurance company as defined in Section 3(a)(19) of the
               Act.
          (d)  [  ] Investment company registered under Section 8 of the
               Investment Company Act of 1940.
          (e)  [X] An investment adviser in accordance with Rule13d-
               1(b)(1)(ii)(E).
          (f)  [  ] An employee benefit plan or endowment fund in
               accordance with Rule 13d-1 (b)(1)(ii)(F).
          (g)  [  ] A parent holding company or control person in
               accordance with Rule 13d-1 (b)(1)(ii)(G).
          (h)  [  ] A savings association as defined in Section 3(b) of the
               Federal Deposit Insurance Act (12 U.S.C. 1813).
          (i)  [  ] A church plan that is excluded from the definition of
               an investment company under Section 3(c)(14) of the
               Investment Company Act of 1940.
          (j)  [  ] Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).


Item 4:   Ownership:

          The following states the beneficial ownership of Brenner West as
          of December 31, 2009.  This report relates to the same shares of
          Common Stock which may be deemed to be owned directly (in the
          aggregate) by the Funds, none of which individually beneficially
          own more than 5% of the class; and indirectly by Brenner West,
          who, as the investment manager to the Funds, shares the power to
          direct the vote or disposition of such securities.

           (a)  Amount beneficially owned: 1,202,749

           (b)  Percent of class: 4.7%.

           (c)  Number of shares as to which such person has:
            (i)   Sole power to vote or direct the vote: -0-
            (ii)  Shared power to vote or direct the vote: 1,202,749
            (iii) Sole power to dispose or direct the disposition: -0-
            (iv)  Shared power to dispose or direct the disposition: 1,202,749


Item 5:   Ownership of Five Percent or Less of a Class:

          If this statement is being filed to report the fact that as of
          the date hereof the reporting person has ceased to be the
          beneficial owner of more than five percent of the class of
          securities, check the following.  [X]

Item 6:   Ownership of More than Five Percent on Behalf of Another Person:

          Not Applicable.

Item 7:   Identification and Classification of the Subsidiary Which
          Acquired the Security Being Reported on By the Parent Holding
          Company or Control Person:

          Not Applicable.

Item 8:   Identification and Classification of Members of the Group:

          Not Applicable.

Item 9:   Notice of Dissolution of Group:

          Not Applicable.

Item 10:  Certification:

          By signing below each of the undersigned certifies that, to the
          best of the undersigned's knowledge and belief, the securities
          referred to above were acquired and are held in the ordinary
          course of business and were not acquired and are not held for the
          purpose of or with the effect of changing or influencing the
          control of the issuer of the securities and were not acquired and
          are not held in connection with or as a participant in any
          transaction having that purpose or effect.



                                 SIGNATURE


After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated: January 13, 2010


                                          Brenner West Capital Advisors, LLC


                                          /s/ Joshua Kaufman
					  ___________________________________
					   Joshua Kaufman
					   Managing Member