10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

ýAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 26, 2004     or

oTransition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                                           to                                          

Commission File Number:  0-21660

PAPA JOHN’S INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	61-1203323
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2002 Papa Johns Boulevard
Louisville, Kentucky  40299-2334

(Address of principal executive offices)

(502) 261-7272

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

(Title of Each Class)	(Name of each exchange on which registered)
None	None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value The NASDAQ Stock Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes ý No o

As of March 1, 2005 there were 16,478,049 shares of the Registrant’s Common Stock outstanding.  The aggregate market value of the shares of Registrant’s Common Stock held by non-affiliates of the Registrant at such date was $359,820,294 based on the last sale price of the Common Stock on March 1, 2005 as reported by The NASDAQ Stock Market. For purposes of the foregoing calculation only, all directors and executive officers of the Registrant have been deemed affiliates.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Part III are incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May 3, 2005.

Explanatory Note

On March 10, 2005, Papa John’s International, Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 26, 2004. This Amendment No. 1 has been filed to correct a typographical error in Exhibit 23 “Consent of Independent Registered Public Accounting Firm” of our Form 10-K, by changing the date from March 1, 2005 to March 10, 2005. We have not made any other changes.

The corrected page follows.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 14, 2005	PAPA JOHN’S INTERNATIONAL, INC.
	By:	/s/ J. David Flanery
		J. David Flanery
		Senior Vice President and Chief
		Financial Officer

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EX-23

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(i) Registration Statements (Forms S-8 No. 333-27823, No. 333-16447, No. 33-67472 and No. 333-86537) pertaining to the Papa John’s International, Inc. 1993 Stock Ownership Incentive Plan,

(ii) Registration Statements (Forms S-8 No. 33-67470 and No. 333-86539) pertaining to the Papa John’s International, Inc. 1993 Stock Option Plan for Non-Employee Directors,

(iii) Registration Statement (Form S-8 No. 333-86535) pertaining to the Papa John’s International, Inc. 1999 Team Member Stock Ownership Plan, and

(iv) Registration Statement (Form S-4 No. 33-96552) of Papa John’s International, Inc.;

of our reports dated March 1, 2005, with respect to the consolidated financial statements of Papa John’s International, Inc. and subsidiaries, Papa John’s International, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Papa John’s International, Inc., included in this Annual Report (Form 10-K) for the year ended December 26, 2004.

	/s/ Ernst & Young LLP
Louisville, Kentucky
March 10, 2005