8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 2008

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THE PANTRY, INC.

(Exact name of registrant as specified in its charter)

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Delaware	000-25813	56-1574463
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1801 Douglas Drive Sanford, North Carolina	27330
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (919) 774-6700

N/A

(Former name or former address, if changed since last report.)

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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:

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 (17 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 2.02 Results of Operations and Financial Condition.

On April 9, 2008, The Pantry, Inc. issued a press release announcing, among other things, certain preliminary results for the second quarter of its fiscal year ending September 25, 2008. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in Item 2.02 of this report, including the press release attached as Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated April 9, 2008

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.

		THE PANTRY, INC.
	By:		/s/ Frank G. Paci
			Frank G. Paci Sr. Vice President, Finance, Chief Financial Officer and Secretary
Date: April 9, 2008

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated April 9, 2008

EX-99

Exhibit 99.1

For Immediate Release Contact: Frank Paci

April 9, 2008 (919) 774-6700

THE PANTRY COMMENTS ON PRELIMINARY SECOND QUARTER RESULTS

Schedules Conference Call for 11 A.M. Today

Sanford, North Carolina, April 9, 2008 - The Pantry, Inc. (NASDAQ: PTRY), the leading independently operated convenience store chain in the southeastern U.S., today commented on preliminary financial results for its second fiscal quarter ended March 27, 2008.

Comparable store merchandise sales and retail gasoline gallons sold for the second quarter were down approximately 3.4% from the corresponding period a year ago. The merchandise gross margin was slightly above full-year expectations of 37%, and store operating and general and administrative expenses were consistent with the low end of the previous full-year guidance range of $615 million to $630 million.

The retail gasoline gross margin for the quarter was below the Company’s full-year guidance, at approximately 9 cents per gallon versus 11.5 cents per gallon last year. The Company’s gas margin benefited from increased ethanol blending in approximately a third of its stores, but was adversely impacted by rising oil costs, increasing credit card fees and a 1.6 cents per gallon or $0.23 per share charge related to realized and mark-to-market losses on hedging positions. Overall, the Company expects to report a loss for the quarter, which historically represents its seasonal low of the year, of between ($0.24) and ($0.30) per share.

In the second quarter, the Company established hedging positions on approximately 3% of its annual gasoline volume to partially offset the expected impact on retail gasoline margin from the seasonal expansion of refining margin that typically occurs in the April through August timeframe. Since this program was established, refining margin futures have decreased due to an unusual change in the relative pricing of crude oil futures and gasoline futures leading to losses on the initial positions taken by the Company. The Company has no plans to expand this

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program in fiscal 2008 and has taken steps to reduce its exposure to losses in the event of further decreases in refining margin, while retaining the opportunity to gain from its current positions.

“Merchandise and gasoline volumes for the second quarter were clearly affected by high gasoline prices and soft consumer spending across our market areas,” said Peter J. Sodini, Chairman and Chief Executive Officer of The Pantry. “While we were pleased with our merchandise margin and continued progress in controlling expenses, we are disappointed with our gasoline gross margin and the initial losses in our hedging positions. Given a return to historical gasoline and oil market fundamentals, we believe these positions should contribute positively to our gas margin in the second half of the year. As a result of the weaker than expected results, we are trimming our net capital spending target for fiscal 2008 by $20 million to $110 million.”

Reflecting the shortfall in gas margins for the first half of fiscal 2008, higher credit card fees and continued uncertainty in the level of crude oil pricing, the Company now expects its retail gasoline margin for the full fiscal year to be between 10 and 12 cents per gallon, below its previous expectation of 11 to 13 cents per gallon. In addition, the Company is now expecting both merchandise and gasoline comparable sales to be somewhat weaker with low single digit declines for the full year but still within the previous expected ranges of $1.6 to $1.7 billion in merchandise sales and 2.1 to 2.2 billion gas gallons.

The Company will host a conference call this morning, at 11:00 a.m. Eastern Time, to discuss its preliminary second quarter results. The conference call will be broadcast live over the Internet and will be accessible at www.thepantry.com or www.companyboardroom.com. A replay will be available at these sites until April 23, 2008.

About The Pantry

Headquartered in Sanford, North Carolina, The Pantry, Inc. is the leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated convenience store chains in the country, with revenues for fiscal 2007 of approximately $6.9 billion. As of March 27, 2008, the Company operated 1,643 stores in eleven states under select banners, including Kangaroo Express^(SM), its primary operating banner. The

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Pantry's stores offer a broad selection of merchandise, as well as gasoline and other ancillary services designed to appeal to the convenience needs of its customers.

Safe Harbor Statement

Statements made by the Company in this press release relating to future plans, events, or financial performance are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company's current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements. Any number of factors could affect actual results and events, including, without limitation: the ability of the Company to take advantage of expected synergies in connection with acquisitions; the actual operating results of stores acquired; the ability of the Company to integrate acquisitions into its operations; fluctuations in domestic and global petroleum and gasoline markets; realizing expected benefits from our fuel supply agreements; changes in the competitive landscape of the convenience store industry, including gasoline stations and other non-traditional retailers located in the Company's markets; the effect of national and regional economic conditions on the convenience store industry and the Company’s markets; the effect of regional weather conditions on customer traffic; financial difficulties of suppliers, including the Company’s principal suppliers of gas and merchandise, and their ability to continue to supply its stores; whether our hedging positions will be successful in offsetting the impact of seasonal expansion of refining margin; environmental risks associated with selling petroleum products; governmental regulations, including those regulating the environment; and acts of war or terrorist activity. These and other risk factors are discussed in the Company's Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release are based on the Company's estimates and plans as of April 9, 2008. While the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so.

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