SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1) *

PANERA BREAD COMPANY

(Name of Issuer)

Class A Common Shares, $0.0001 Par Value

(Title of Class of Securities)

69840W108

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, 44^th Floor

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 7, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 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).

SCHEDULE 13D

CUSIP No. 69840W108

1	NAMES OF REPORTING PERSONS. Shamrock Activist Value Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER        0
	8    SHARED VOTING POWER        1,714,578 Class A Common Shares*
	9    SOLE DISPOSITIVE POWER        0
	10    SHARED DISPOSITIVE POWER        1,714,578 Class A Common Shares*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,714,578 Class A Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.56%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 69840W108

1	NAMES OF REPORTING PERSONS. Shamrock Activist Value Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER        0
	8    SHARED VOTING POWER        330,793 Class A Common Shares*
	9    SOLE DISPOSITIVE POWER        0
	10    SHARED DISPOSITIVE POWER        330,793 Class A Common Shares*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 330,793 Class A Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.07%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 69840W108

1	NAMES OF REPORTING PERSONS. Shamrock Activist Value Fund III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER        0
	8    SHARED VOTING POWER        1,029 Class A Common Shares*
	9    SOLE DISPOSITIVE POWER        0
	10    SHARED DISPOSITIVE POWER        1,029 Class A Common Shares*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,029 Class A Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.003%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 69840W108

1	NAMES OF REPORTING PERSONS. Shamrock Activist Value Fund GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER        0
	8    SHARED VOTING POWER        2,046,400 Class A Common Shares*
	9    SOLE DISPOSITIVE POWER        0
	10    SHARED DISPOSITIVE POWER        2,046,400 Class A Common Shares*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,046,400 Class A Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.63%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 69840W108

1	NAMES OF REPORTING PERSONS. Shamrock Partners Activist Value Fund, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER        2,046,400 Class A Common Shares*
	8    SHARED VOTING POWER        0
	9    SOLE DISPOSITIVE POWER        2,046,400 Class A Common Shares*
	10    SHARED DISPOSITIVE POWER        0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,046,400 Class A Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.63%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* See Item 5 hereof

INTRODUCTION

This statement amends the Schedule 13D, dated December 13, 2007 (the “Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF, SAVF II, SAVF III and the General Partner, the “Reporting Persons”) with respect to the Class A Common Stock, $0.0001 par value per share (“Class A Common Shares”), of Panera Bread Company, a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.

1. ITEM 3 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 3. Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 301,626 Class A Common Shares acquired by it after December 13, 2007 (the date of the initial Schedule 13D) was $10,516,301 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

The total amount of funds used by SAVF II to purchase the 58,194 Class A Common Shares acquired by it after December 13, 2007 (the date of the initial Schedule 13D) was $2,028,955 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 180 Class A Common Shares acquired by it after December 13, 2007 (the date of the initial Schedule 13D) was $6,277 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

2. ITEM 5 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5. Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed

to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the others.

SAVF is the owner of 1,714,578 Class A Common Shares, which represents approximately 5.56% of the issued and outstanding Class A Common Shares. SAVF II is the owner of 330,793 Class A Common Shares, which represents approximately 1.07% of the issued and outstanding Class A Common Shares. SAVF III is the owner of 1,029 Class A Common Shares, which represents approximately 0.003% of the issued and outstanding Class A Common Shares. Accordingly, the Shamrock Activist Value Fund owns 2,046,400 Class A Common Shares, which represents approximately 6.63% of the issued and outstanding Class A Common Shares.

As the general partner of each of SAVF, SAVF II and SAVF III, the General Partner may be deemed to beneficially own the 2,046,400 Class A Common Shares owned by Shamrock Activist Value Fund, constituting approximately 6.63% of the issued and outstanding Class A Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 2,046,400 Class A Common Shares owned by Shamrock Activist Value Fund, constituting approximately 6.63% of the issued and outstanding Class A Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 2,046,400 Class A Common Shares owned by Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Class A Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 2,046,400 Class A Common Shares owned by Shamrock Activist Value Fund, pursuant to Rule 13d-3 of the Act. Those controlling persons are identified in response to Item 2, as previously filed.

The percentage of ownership figures set forth in this response to Items 5(a) and 5(b) assumes that 30,872,081 Class A Common Shares were outstanding as of January 7, 2008, based on the information contained in the Company’s Form 10-Q filed with the United States Securities and Exchange Commission on November 2, 2007.

(c) Since December 13, 2007 (the date of the initial Schedule 13D), SAVF, SAVF II and SAVF III acquired Class A Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 3 and incorporated herein by reference. All such transactions were effected in the open market on The Nasdaq Global Select Market.

Except as set forth above, none of the Reporting Persons beneficially owns any Class A Common Shares or has effected any transactions in Class A Common Shares since December 13, 2007 (the date of the initial Schedule 13D).

(d) Not applicable.

(e) Not applicable.

3. ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7. Material to be Filed as Exhibits.

Exhibit		Document
Exhibit 3	—	Schedule of Transactions
Exhibit 4	—	Joint Filing Agreement, dated December 13, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: January 15, 2008

SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President

Exhibit Index

Exhibit		Document
Exhibit 3	—	Schedule of Transactions
Exhibit 4	—	Joint Filing Agreement, dated December 13, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-99.3

Exhibit 3

Schedule of Transactions

Shamrock Activist Value Fund, L.P.
Date	Number of Class A Common Shares	Price Per Class A Common Shares in $US*		Total Purchase Price
12/14/07	33,514	$	36.3373	$	1,217,809
12/17/07	16,757	$	36.6125	$	613,516
12/18/07	16,757	$	36.8946	$	618,243
12/19/07	16,757	$	35.2309	$	590,364
12/20/07	16,757	$	34.9555	$	585,749
12/21/07	16,757	$	35.2765	$	591,128
12/24/07	16,757	$	36.4348	$	610,537
12/26/07	16,757	$	36.7788	$	616,302
12/27/07	16,757	$	36.3904	$	609,794
12/28/07	16,757	$	36.2691	$	607,761
12/31/07	16,757	$	35.6921	$	598,093
01/02/08	16,757	$	34.3603	$	575,775
01/03/08	16,757	$	32.1819	$	539,273
01/04/08	16,757	$	31.5326	$	528,392
01/07/08	16,757	$	31.8831	$	534,264
01/08/08	16,757	$	32.0629	$	537,278
01/09/08	16,757	$	32.3460	$	542,023
Total	301,626			$	10,516,301
Shamrock Activist Value Fund II, L.P.
Date	Number of Class A Common Shares	Price Per Class A Common Shares in $US*		Total Purchase Price
12/14/07	6,466	$	36.3373	$	234,957
12/17/07	3,233	$	36.6125	$	118,368
12/18/07	3,233	$	36.8946	$	119,280
12/19/07	3,233	$	35.2309	$	113,901
12/20/07	3,233	$	34.9555	$	113,011
12/21/07	3,233	$	35.2765	$	114,049
12/24/07	3,233	$	36.4348	$	117,794
12/26/07	3,233	$	36.7788	$	118,906
12/27/07	3,233	$	36.3904	$	117,650

Shamrock Activist Value Fund II, L.P.
Date	Number of Class A Common Shares	Price Per Class A Common Shares in $US*		Total Purchase Price
12/28/07	3,233	$	36.2691	$	117,258
12/31/07	3,233	$	35.6921	$	115,393
01/02/08	3,233	$	34.3603	$	111,087
01/03/08	3,233	$	32.1819	$	104,044
01/04/08	3,233	$	31.5326	$	101,945
01/07/08	3,233	$	31.8831	$	103,078
01/08/08	3,233	$	32.0629	$	103,659
01/09/08	3,233	$	32.3460	$	104,575
Total	58,194			$	2,028,955
Shamrock Activist Value Fund III, L.P.
Date	Number of Class A Common Shares	Price Per Class A Common Shares in $US*		Total Purchase Price
12/14/07	20	$	36.3373	$	727
12/17/07	10	$	36.6125	$	366
12/18/07	10	$	36.8946	$	369
12/19/07	10	$	35.2309	$	352
12/20/07	10	$	34.9555	$	350
12/21/07	10	$	35.2765	$	353
12/24/07	10	$	36.4348	$	364
12/26/07	10	$	36.7788	$	368
12/27/07	10	$	36.3904	$	364
12/28/07	10	$	36.2691	$	363
12/31/07	10	$	35.6921	$	357
01/02/08	10	$	34.3603	$	344
01/03/08	10	$	32.1819	$	322
01/04/08	10	$	31.5326	$	315
01/07/08	10	$	31.8831	$	319
01/08/08	10	$	32.0629	$	321
01/09/08	10	$	32.3460	$	323
Total	180			$	6,277

* Excludes Brokerage Commissions

EX-99.4

Exhibit 4

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO

SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Class A Common Shares, $.0001 par value per share, of Panera Bread Company which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.

Date: December 13, 2007

SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President