S-1MEF

As filed with the Securities and Exchange Commission on January 30, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Carmike Cinemas, Inc.

(Exact name of issuer as specified in its charter)

Delaware	7830	58-1469127
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1301 First Avenue

Columbus, Georgia 31901

(706) 576-3400

(Address, Including Zip Code, and Telephone Number, Including

Area Code of Registrant’s Principal Executive Offices)

Martin A. Durant

Senior Vice President-Finance, Treasurer and

Chief Financial Officer

Carmike Cinemas, Inc.

1301 First Avenue

Columbus, Georgia 31901

(706) 576-3400

(Address, Including Zip Code, and Telephone Number, Including Area Code of Agent For Service)

With Copies to:

Alan J. Prince
King & Spalding LLP
191 Peachtree Street
Atlanta, Georgia 30303
(404) 572-4600 Robert S. Risoleo
Sullivan & Cromwell LLP
1701 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(202) 956-7500

     Approximate date of commencement of proposed sale to the public: As soon as practicable after filing of this Registration Statement.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    þ 333-90028

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum
		Aggregate	Proposed Maximum
Title of Each Class of Securities	Amount to be	Offering Price	Aggregate	Amount of
to be Registered	Registered	Per Share	Offering Price	Registration Fee
Common Stock, par value $0.03 per share	350,000	$32.00	$11,200,000	$1,420

INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1,

REGISTRATION NUMBER 333-90028

      Carmike Cinemas, Inc., or Carmike, is filing this registration statement pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. This registration statement relates to the public offering of our common stock contemplated by Registration Statement Number 333-90028, which was originally filed by us with the Securities and Exchange Commission on June 7, 2002 and declared effective by the Securities and Exchange Commission on January 29, 2004.

      Carmike is filing this registration statement for the sole purpose of increasing the aggregate number of registered shares of common stock by 350,000. The contents of Registration Statement Number 333-90028, including the prospectus contained therein, any prospectus supplement and all exhibits to Registration Statement Number 333-90028, are hereby incorporated in this registration statement by reference.

      Carmike hereby certifies that it has instructed its bank to transmit to the Securities and Exchange Commission the applicable filing fee by wire transfer from its account to the Securities and Exchange Commission’s account at Wachovia Bank, National Association as soon as practicable, but in no event later than the close of the next business day following the filing of this registration statement. Carmike further certifies that it will not revoke the instructions to make the wire transfer and that it has sufficient funds to cover the amount of the filing fee.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Georgia, on January 30, 2004.

CARMIKE CINEMAS, INC.

By:  /s/ MARTIN A. DURANT

Martin A. Durant

Senior Vice President — Finance,

Chief Financial Officer and Treasurer

      Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 30^th day of January, 2004.

* Michael W. Patrick	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
/s/ MARTIN A. DURANT Martin A. Durant	Senior Vice President-Finance, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
* Elizabeth Cogan Fascitelli	Director
* Richard A. Friedman	Director
* Alan J. Hirschfield	Director
* John W. Jordan, II	Director
S. David Passman III	Director
* Carl L. Patrick, Jr.	Director
* Kenneth A. Pontarelli	Director
* Roland C. Smith	Director

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* David W. Zalaznick		Director
*By:	/s/ MARTIN A. DURANT Martin A. Durant Attorney-in-fact

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EXHIBIT INDEX

EXHIBIT
NUMBER			DESCRIPTION
	5	.1	Opinion of King & Spalding LLP.
	23	.1	Consent of Ernst & Young LLP.
	23	.2	Consent of King & Spalding LLP (included in Exhibit 5.1).
	24	.1	Power of Attorney (included on signature page to the Carmike Cinemas, Inc. Form S-1 filed June 7, 2002 (File No. 333-90028)).

EX-5.1

                                                                     EXHIBIT 5.1

                       [Letterhead of King & Spalding LLP]


                                January 29, 2004

Carmike Cinemas, Inc.
1301 First Avenue
Columbus, Georgia 31901

         RE:     CARMIKE CINEMAS, INC. -- REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

         We have acted as counsel to Carmike Cinemas, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-1 (Registration No. 333-90028) (the "Initial
Registration Statement") filed with the Securities and Exchange Commission (the
"Commission"). The Initial Registration Statement relates to the sale of (i)
3,000,000 shares of the Company's Common Stock, par value $0.03 per share (the
"Common Stock"), by the Company and (ii) up to 2,175,000 shares of Common Stock
to be sold by certain selling stockholders named in the Initial Registration
Statement. The Initial Registration Statement was declared effective by the
Commission today, January 29, 2004.

         In addition, we have acted as counsel to the Company in connection with
the preparation of the Registration Statement on Form S-1 to be filed with the
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "462(b) Registration Statement"). The 462(b) Registration Statement relates
to the Company's Initial Registration Statement and the public offering of up to
an additional 350,000 shares of Common Stock by a selling stockholder (the
"Additional Shares").

         In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate.

         The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and the corporate laws of the State
of Delaware (which includes the Delaware General Corporation Law, applicable
provisions of the Delaware Constitution and reported judicial interpretations
concerning those laws), and no opinion is expressed with respect to the laws of
any other jurisdiction or any effect which such laws may have on the opinions
expressed herein. This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.

         Based upon the foregoing, and subject to all of the assumptions,
limitations and qualifications set forth herein, we are of the opinion that the
Additional Shares have been duly authorized and are validly issued, fully paid
and nonassessable.



Carmike Cinemas, Inc.
January 29, 2004
Page 2

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This opinion is being rendered for the benefit of the
Company in connection with the matters addressed herein.

         We consent to the filing of this opinion as an Exhibit to the 426(b)
Registration Statement and to the reference to us under the caption "Validity of
the Securities" in the Prospectus that is included in the Initial Registration
Statement.


                                                     Very truly yours,

                                                     /s/ King & Spalding LLP

                                                     KING & SPALDING LLP

EX-23.1

                                                                    EXHIBIT 23.1

                        Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement on
Form S-1 of our report dated March 3, 2003, with respect to the financial
statements and schedule of Carmike Cinemas, Inc. included in Amendment No. 5 to
the Registration Statement on Form S-1 No. 333-90028 dated January 23, 2004 and
related Prospectus of Carmike Cinemas, Inc. We also consent to the reference to
our firm under the caption "Experts" in the Registration Statement on Form S-1
No. 333-90028 incorporated in this Registration Statement by reference.


                                                           /s/ Ernst & Young LLP

Atlanta, Georgia
January 30, 2004