8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2005

PANERA BREAD COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-19253 (Commission File Number)	04-2723701 (IRS Employer Identification No.)
6710 Clayton Road Richmond Heights, MO (Address of principal executive offices)		63117 (Zip Code)

314-633-7100
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (12 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.      Regulation FD Disclosure

     Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the registrant’s press release dated June 28, 2005, announcing its comparable store sales for the four weeks ended June 14, 2005.

Item 9.01.      Financial Statements and Exhibits

Exhibit No.	Exhibit
99.1	Press Release, dated June 28, 2005 (furnished pursuant to Item 7.01)

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PANERA BREAD COMPANY
By:	/s/ Mark E. Hood
	Name:	Mark E. Hood
	Title:	Senior Vice President, Chief Financial Officer

Date: June 28, 2005

Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release, dated June 28, 2005 (furnished pursuant to Item 7.01)

EX-99.1

EXHIBIT 99.1

PRESS RELEASE
Contact:	Mark E. Hood SVP, Chief Financial Officer (314-633-7255)

Panera Bread Reports System-Wide Comparable Bakery-Cafe Sales Increased 9.6%
For the Four Weeks Ended June 14, 2005

St. Louis, MO, June 28, 2005 – Panera Bread Company (Nasdaq:PNRA) today reported that system-wide comparable bakery-cafe sales increased 9.6% for the four weeks ended June 14, 2005. The breakdown between Company-owned and franchised bakery-cafes is as follows:

	For the 4 weeks			For the 8 weeks			Year-to-date through
	ended June 14, 2005			ended June 14, 2005			June 14, 2005
Company-owned		8.2	%		8.7	%		7.7	%
Franchised		10.2	%		10.5	%		7.7	%
Total System		9.6	%		10.0	%		7.7	%

Comparable bakery-cafe sales increases exclude closed locations and are based on sales for bakery-cafes that have been in operation for at least 18 months.

Although system-wide comparable sales growth for the 8 weeks ended June 14, 2005 is somewhat higher than the Company’s previously stated 6.5% to 8.0% comparable sales growth target for the entire second quarter, the Company still expects earnings per diluted share will be in line with the Company’s previously stated target range of $0.32 to $0.33 per diluted share, an increase of 52% to 57% over Q2 2004.

System-wide sales are a non-GAAP financial measure that includes sales at all Company and franchise bakery-cafes. Management uses system-wide sales information internally in connection with store development decisions, planning, and budgeting analyses, and believes it is useful in assessing consumer acceptance of the Company’s brand and facilitating an understanding of financial performance as the Company’s franchisees pay royalties and contribute to advertising pools based on a percentage of their sales.

Panera Bread Company owns and franchises bakery-cafes under the Panera Bread® and Saint Louis Bread Co.® names. The Company is a leader in the emerging specialty bread/cafe category due to its unique bread combined with a quick, casual dining experience. Additional information is available on the Company’s website, www.panera.com.

Matters discussed in this news release, including any discussion or impact, expressed or implied, on the Company’s anticipated growth in comparable bakery-cafe sales and earnings per share contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are often identified by the words “believe”, “positioned”, “estimate”, “project”, “target”, “continue”, “intend”, “expect”, “future”, and “anticipates”, “preliminary” and similar expressions. All forward-looking statements included in this release are made only as of the date of this release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that management’s present belief, expectations, or intentions regarding the Company’s future performance. The Company’s actual results could differ materially from those set forth in the forward-looking statements due to known and unknown risks and uncertainties and could be negatively impacted by a number of factors. These factors include but are not limited to the following: the availability of sufficient capital to the Company and the developers party to franchise development agreements with the Company; variations in the number and timing of bakery-cafe openings; the ability by the Company and franchisees to operate additional bakery-cafes profitably; public acceptance of new bakery-cafes and new markets; competition; national and regional weather conditions; changes in restaurant operating costs, particularly market changes, food and labor costs, and inflation; changes in consumer nutritional habits; consumer reaction to pricing or menu ingredient changes; changes in costs of new bakery-cafe openings and other factors that may affect retailers in general. These and other risks are discussed from time to time in the Company’s SEC reports, including its Form 10-K for the year ended December 25, 2004.