8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(AMENDMENT NO. 1)

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 26, 2007

Carmike Cinemas, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-14993	58-1469127
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1301 First Avenue, Columbus, Georgia	31901
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (706) 576-3400

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:

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) The Current Report on Form 8-K of Carmike Cinemas, Inc., filed on May 23, 2007 (the “Original Report”), is hereby amended to (i) update the effective date of the Deferred Compensation Amendment (as defined in the Original Report); and (ii) file a revised form of Deferred Compensation Amendment as an Exhibit to this Form 8-K/A. The effective date of the Deferred Compensation Amendment is July 1, 2007. A form of the Deferred Compensation Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference. Except to the extent amended by this Amendment No. 1 on Form 8-K/A, the Original Report remains unchanged.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1 Form Amendment Number One to the Deferred Compensation Agreement.

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.

	CARMIKE CINEMAS, INC.
Date: July 2, 2007	By:	/s/ Lee Champion
		Lee Champion
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 10.1	Form Amendment Number One to the Deferred Compensation Agreement.

EX-10.1

Exhibit 10.1

AMENDMENT NUMBER ONE TO THE

DEFERRED COMPENSATION AGREEMENT

WHEREAS, Carmike Cinemas, Inc. (“Employer”) and                                          (“Employee”) entered into a Deferred Compensation Agreement dated                      (“Deferred Compensation Agreement”) pursuant to which Employer agreed to provide certain retirement, death and disability benefits to Employee;

WHEREAS, Employer and Employee desire to amend the Deferred Compensation Agreement at this time to amend the contribution formula under the Deferred Compensation Agreement, effective as of July 1, 2007;

NOW, THEREFORE, for consideration the receipt and sufficiency of which are hereby acknowledged, the Deferred Compensation Agreement is hereby amended as follows:

1. The second sentence of paragraph (a) of Article I of the Deferred Compensation Agreement is amended to read as follows:

In addition, for the calendar quarter beginning July 1, 1998, and within forty-five (45) days following the end of each succeeding calendar quarter, but subject to termination as described in paragraph (b) of this Article I or Article IV, Employer shall make payments equal to ten percent (10%) of Employee’s Compensation (as such term is defined in paragraph (3) below) for such calendar quarter, in the following manner:

2. A new subparagraph (3) is added at the end of paragraph (a) of Article I as follows:

(3) For calendar quarters beginning with the calendar quarter beginning July 1, 1998 and ending with the calendar quarter ending on June 30, 2007, Compensation shall mean Employee’s taxable compensation for such calendar quarter (as same shall be reflected by Employer for the calendar year on Employee’s Form W-2 or Form 1099). For calendar quarters beginning on or after July 1, 2007, Compensation shall mean Employee’s base salary and cash bonus received in such calendar quarter. For all calendar quarters beginning on or after July 1, 2007, no equity or equity-based compensation shall be taken into account in determining Employee’s Compensation.

3. Paragraph (b) of Article I of the Deferred Compensation Agreement is amended to read as follows:

(b) Termination of Contributions. Notwithstanding that Employee may continue to be employed by Employer or any other provision of this Agreement to the contrary, payments by Employer, as required by paragraph (a) of Article I of this Agreement, shall cease as of the end of the calendar quarter immediately prior to the first date that benefits become distributable from the Trust.

4. Except as amended by this Amendment Number One, the Deferred Compensation Agreement shall remain in effect as written.

(Signatures on next page)

IN WITNESS WHEREOF, Employer and Employee have executed this Amendment Number One this      day of                 , 2007, to be effective as of July 1, 2007.

CARMIKE CINEMAS, INC.:

Its:

EMPLOYEE: