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**FORM 10-K**

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(MARK ONE)

**[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2000**

**OR**

**[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934**

**FOR THE TRANSITION PERIOD FROM ___________ TO  _____________**

**Commission file number 000-31149**

**California Pizza Kitchen, Inc.**
(Exact name of Registrant as Specified in its Charter)



|**California**                                                 | **95-4040623**                         
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

**6053 West Century Boulevard, 11th FloorLos Angeles, California    90045-6442**(Address of Principal Executive Offices including Zip Code)

**(310) 342-5000**(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
                Common Stock, $0.01 par value (title of class)

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
[X]       No  [     ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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.     [     ]

The aggregate market value of voting stock held by non-affiliates of
the registrant as of March 20, 2001, was approximately $344 million based upon the last
sales price reported for such date on The Nasdaq Stock Market's National
Market. For purposes of this disclosure, shares of Common Stock held by
persons who hold more than 5% of the outstanding shares of Common Stock and
shares held by officers and directors of the registrant, have been excluded
in that such persons may be deemed to be affiliates. This determination is
not necessarily conclusive.

As of March 20, 2001 there were 18,244,976 shares of the registrant's
Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant has incorporated by reference into Part III of this Form 10-K
portions of its proxy statement for the registrant's Annual Meeting of
Stockholders to be held May 1, 2001.









**California Pizza Kitchen, Inc.
                        2000 ANNUAL REPORT ON FORM 10-K
                               INDEX**



|Part I.    |                                                                                       | Page
|---------- | ------------------------------------------------------------------------------------- | ----
|Item 1.    | Business                                                                              | **  
|Item 2.    | Properties                                                                            | **  
|Item 3.    | Legal Proceedings                                                                     | **  
|Item 4.    | Submission of Matters to a Vote of Security Holders                                   | **  
|Part II.   |                                                                                       |     
|Item 5.    | Market for the Registrant's Common Stock and Related Stockholder Matters              | **  
|Item 6.    | Selected Financial Data                                                               | **  
|Item 7.    | Management's Discussion and Analysis of Financial Condition and Results of Operations | **  
|Item 7a.   | Quantitative and Qualitative Disclosures About Market Risks                           | **  
|Item 8.    | Financial Statements and Supplementary Data                                           | **  
|Item 9.    | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  | **  
|Part III.  |                                                                                       |     
|Item 10.   | Directors and Executive Officers of the Registrant                                    | **  
|Item 11.   | Executive Compensation                                                                | **  
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management                        | **  
|Item 13.   | Certain Relationships and Related Transactions                                        | **  
|Part IV.   |                                                                                       |     
|Item 14.   | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       | **  
|Signatures |                                                                                       | **  

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements
that involve risks and uncertainties. These statements relate to our future
plans, objectives, expectations and intentions. These statements may be
identified by the use of words such as "expects," "anticipates," "intends,"
"plans" and similar expressions. Our actual results could differ materially from
those discussed in these statements. Factors that could contribute to these
differences include those discussed under "Risk Factors" and elsewhere in this
report. The cautionary statements made in this report should be read as being
applicable to all forward-looking statements wherever they appear in this
report.

ASSUMPTIONS USED IN THIS REPORT

Throughout this report, our fiscal years ended
December 29, 1996, December 28, 1997, January 3, 1999, January 2, 2000 and
December 31, 2000 are referred to as years 1996, 1997, 1998 1999 and 2000,
respectively. Our fiscal year consists of 52 or 53 weeks and ends on the Sunday
closest to December 31 in each year. Fiscal year 1998 included 53 weeks. All
other years shown are 52 weeks. Our quarters typically consist of 13 weeks.

PART I

ITEM 1. BUSINESS

#### Overview

California Pizza Kitchen is a leading casual dining
restaurant chain with a particular focus on the premium pizza segment. As of
March 20, 2001, we own, license or franchise 113 restaurants in 22 states, the
District of Columbia and three foreign countries, of which 83 are company-owned
and 30 operate under franchise or license arrangements. During our more than 15
years of operating history, we have developed a recognized consumer brand and
demonstrated the appeal of our concept in a wide variety of geographic areas.

Our restaurants feature menu items that use imaginative
toppings and showcase recipes that capture tastes and flavors that customers
readily identify, but do not typically associate with pizza, pasta or salads,
including our original best sellers, the BBQ Chicken Pizza and the Thai Chicken
Pizza.  While we do offer traditional menu items, the success of our concept is
due to our ability to interpret food trends on our platform of pizza, pasta,
salads and appetizers, and to offer items that appeal to a variety of tastes.

Our restaurants, which feature an exhibition style kitchen
centered around an open-flame oven, provide a distinctive, casual dining
experience which is family friendly and has broad consumer appeal.

Our objectives are to continue to build our brand awareness
and customer loyalty, and extend our leadership position in the casual dining
and premium pizza segments. To obtain these objectives, we strive to offer
innovative menu items using high quality ingredients, including imported Italian
tomatoes and pastas, imported Kalamata olives, Japanese eggplant, black tiger
shrimp, imported cheeses and exotic lettuces and other fresh produce.  We offer
generous portions which results in a price-value relationship which we believe
has broad consumer appeal.  Additionally, we intend to continue to expand our
brand awareness through disciplined restaurant growth and the use of multiple
distribution channels including our ASAP fast-casual concept and our premium
frozen pizzas which are sold in supermarkets.

#### Menu

We continuously experiment with food items and
flavor combinations in an attempt to create selections that are innovative and
capture distinctive tastes. We first applied our innovative approach to creating
and defining a new category of pizza--the premium pizza. For example, our
signature creation, the Original BBQ Chicken Pizza, utilizes barbecue sauce
instead of tomato sauce, and adds toppings of marinated chicken breast, smoked
gouda and mozzarella cheeses, sliced red onion and fresh cilantro. Our Original
Thai Chicken Pizza is created with a base of spicy peanut-ginger and sesame
sauce, and topped with marinated chicken breast, mozzarella cheese, roasted
peanuts, green onions, bean sprouts, julienne carrots and fresh cilantro. Our
other innovative pizzas include the Philly Cheesesteak Pizza, Grilled Garlic
Shrimp Pizza, Rosemary Chicken-Potato Pizza and B.L.T. Pizza.

We have broadened our menu beyond pizza to include pastas,
salads, soups, appetizers and desserts, and we strive to bring the same level of
creativity and innovation involved in developing our pizzas to our entire menu.
Among our other signature menu items are Chicken Tequila Fettucine which
captures Southwestern flavors in a rich tequila-lime and jalapeno cream sauce,
our BBQ Chicken Chopped Salad which uses both barbecue sauce and garden-herb
ranch dressing, Oriental Chicken Salad with crispy angel hair pasta, and our
hearth-baked Tortilla Spring Roll Appetizers which are sprinkled with parmesan
cheese and baked in our pizza ovens.

Our menu is also designed to satisfy customers who seek
traditional, American-style, tomato sauce-based pizza or authentic, Italian-
style Neapolitan pizza. For the traditionalist, we offer a variety of items such
as the Mushroom, Pepperoni and Sausage Pizza, the Fresh Tomato, Basil and Garlic
Pizza, and the Sweet and Spicy Italian Sausages Pizza which combines sweet
Italian sausage and grilled spicy Italian sausage, a tomato sauce base, roasted
red and yellow peppers and mild onions. Our Neapolitan pizzas are prepared on a
thin, crisp crust and include our Classic Margherita Pizza with imported
tomatoes, fresh mozzarella, fresh basil and parmesan cheese and our Rustica
Pizza made with imported tomatoes, fresh mozzarella, garlic, crushed chilies,
capers and Mediterranean olives. Our menu similarly accommodates traditional
tastes in pastas and salads, with a variety of tomato sauce-based pastas and our
high quality versions of popular salads, including our Caesar Salad and Original
Chopped Salad.

All of our menu items are prepared to order in our full
service restaurants. This reinforces our customers' confidence in the freshness
and quality of our preparations and allows us to customize any dish to
accommodate specific dietary or taste preferences.

Our menu is continuously evolving to track the increasingly
discriminating and sophisticated palate of the American public. We regularly
review the sales mix of our menu items and replace lower selling items in each
category with new menu items once or twice a year. Because of our ability to
quickly change our menu, we believe that we are able to meet our customers'
changing tastes and expectations. Our entrees generally range in price from
$6.99 to $12.49 and our average guest check during 2000 was approximately $10.50
including alcoholic beverages. We offer a variety of wines by the bottle or the
glass, as well as bottled and tap beers, primarily to complement our menu
offerings.

#### Operations

Restaurant management. We currently have 13
regional directors who report to our Chief Operating Officer. Each regional
director oversees three to eight restaurants and supervises the general manager
for each restaurant within his or her area of control. The typical full service
restaurant management team consists of a general manager, who oversees the
entire operation of the restaurant, an assistant general manager, a kitchen
manager and a manager. Additionally, depending upon the size and sales volume of
a restaurant, we may also employ an assistant kitchen manager or a second
manager in the dining area. Most of our full service restaurants employ
approximately 50 to 75 hourly employees, many of whom work part-time. The
general manager of each restaurant is responsible for the day-to-day operation
of that restaurant, including hiring, training and development of personnel, as
well as operating results. The kitchen manager is responsible for product
quality, food costs and kitchen labor costs. Our full service restaurants are
generally open Sunday through Thursday from 11:00 a.m. until 10:00 p.m., and on
Friday and Saturday from 11:00 a.m. until 11:00 p.m.

Training. We strive to maintain quality and
consistency in each of our restaurants through the careful training and
supervision of personnel and the establishment of, and adherence to, high
standards relating to personal performance, food and beverage preparation and
maintenance facilities. We provide all new employees with complete orientation
and training for their positions to ensure they are able to meet our high
standards. Each location has certified trainers who provide classroom and on-
the-job instruction. Employees are certified for their positions by passing a
series of tests and evaluations. New restaurant managers are trained over a
nine-week period at a certified training restaurant. Training includes service,
kitchen and management responsibilities. An extensive series of interactive
modules and on-line quizzes are used in conjunction with on-the-job training.
Newly trained managers are then assigned to their home restaurant where they
spend one additional training week with their general manager. We place a high
priority on our continuing management development programs in order to ensure
that qualified managers are available for our future openings. In addition we
have detailed written operating procedures, standards and controls, food quality
assurance systems, and safety programs. Once a year we hold a general manager
conference in which all of our general managers receive additional training on
financial information, food preparation, hospitality and other relevant topics.

When we open a new restaurant, we provide varying levels of
training to each employee as is necessary to ensure the smooth and efficient
operation of a California Pizza Kitchen restaurant from the first day it opens
to the public. Approximately two weeks prior to opening a new restaurant, our
dedicated training/opening team travels to the location to begin intensive
seven-day per week training of all new employees for that restaurant. Our
training teams stay on site during the first two weeks of operation. We believe
this additional investment in our new restaurants is important since it helps us
provide our customers with a quality dining experience from day one. We also
make on-site training teams available when our franchisees open new restaurants.
After a restaurant has been opened and is operating smoothly, the general
manager supervises the training of new employees.

Recruiting and retention. We seek to hire experienced
general managers and staff. We support our employees by offering competitive
wages, competitive benefits including a 401(k) plan and salary deferral plan,
both with a discretionary match, medical insurance for all of our employees,
including part-time workers, generous discounts on dining, and an employee stock
purchase plan which allows all employees who have worked for us for at least a
year and who work a minimum of 20 hours per week to participate.

We attempt to motivate and retain our employees by providing
them with opportunities for increased responsibilities and advancement, as well
as performance-based cash incentives tied to sales, profitability and
qualitative measures such as our mystery shoppers, who anonymously evaluate
individual restaurants. Our most successful general managers are eligible for
promotion to senior general manager status and are entitled to receive more
lucrative compensation packages based on various performance criteria. We
believe we also enjoy the recruiting advantage of offering our general managers
restaurants that are easier to manage because they are generally smaller than
those of our competitors, have hours that typically do not extend late into the
night, and generally do not require management of a separate bar business. We
believe these advantages offer our managers an excellent quality of life
compared to many of our competitors.

Customer satisfaction. Customer satisfaction is of
extreme importance to us. To that end, we routinely solicit and analyze our
customers' opinions through periodic surveys of 20,000 to 25,000 randomly-
selected guests. The mystery shopper program is also an important tool in our
quality control efforts from both a food quality and customer service
perspective.

#### Marketing

Our marketing strategy focuses on communicating the
California Pizza Kitchen brand through many creative and non-traditional
avenues. As the innovators of a new and exciting food product, we continue to
benefit from national media attention which we believe provides us with a
significant competitive advantage. Rick Rosenfield and Larry Flax, our co-
founders, currently serve as the focal point of our public relations and media
efforts. In addition, we have been featured on the Today Show four times
during national pizza month, and have been the subject of feature stories
appearing in Forbes, Business Week, The Wall Street Journal
and USA Today. We appear periodically on The Food Channel, have
been featured on The Oprah Winfrey Show and we have received unsolicited
rave reviews from Rosie O'Donnell about our pizza on her show. For added
exposure, we seek to obtain placement for our products and restaurants in movies
and television shows.

We also engage to a limited extent in paid advertising for
individual restaurant locations, including billboards, newspaper ads and radio.
We utilize a variety of printed marketing materials, including restaurant
location brochures, hotel concierge cards, take-out menus and direct and
electronic mailings. In 2000, we spent an aggregate of 1.0% of restaurant sales
on marketing efforts. We expect to continue investing approximately 1.0% of
restaurant sales in marketing efforts in the future, primarily in connection
with the opening of new restaurants.

We use the openings of our new restaurants as opportunities
to reach out to the media. Our openings are often featured on live local
television and radio broadcasts and receive coverage in local newspapers. We
employ a variety of marketing techniques in connection with our new restaurant
openings, including concierge parties, and invitations to media personalities
and community leaders. In addition, our openings are generally associated with a
charitable event.

Our involvement in the community does not end once we have
opened a restaurant. In each of the markets in which we operate, we continuously
engage in a variety of charitable and civic causes and donate food and services
on an on-going basis. We have developed two cookbooks and the proceeds from
these cookbooks are donated to worthwhile children's charities. These cookbooks
are sold at our restaurants, through national bookstore chains and through on-
line retailers. We recently formed the CPK Foundation as a California non-profit
public benefit corporation. The Foundation will support designated children's
charities in the markets in which we operate.

#### Expansion strategy and site selection

Our restaurant expansion strategy focuses primarily
on further penetrating existing markets. This clustering approach enables us to
increase brand awareness and improve our operating and marketing efficiencies.
For example, clustering also enables us to reduce costs associated with regional
supervision of restaurant operations and provides us with the opportunity to
leverage marketing costs over a greater number of restaurants. We also believe
this approach reduces the risks involved with opening new restaurants given that
we better understand the competitive conditions, consumer tastes, demographics
and discretionary spending patterns in our existing markets. In addition, our
ability to hire qualified employees is enhanced in markets in which we are well
known.

We believe that our site-selection strategy is critical to
our success and we devote substantial effort to evaluating each potential site
at the highest levels within our organization. We identify areas within our
target markets that meet our demographic requirements, focusing on daytime and
evening populations, shopping patterns, availability of personnel and household
income levels. We will presently only consider expanding to new markets that
will meet our strict demographic criteria. Our site selection criteria are
flexible given that we operate restaurants in regional shopping malls, in-line
shopping centers, retail and entertainment centers, free-standing buildings in
commercial and residential neighborhoods, office buildings and hotels. Our
prototype full service restaurant is approximately 4,800 to 5,000 square feet
and has 150 seats. However, we have the ability to operate a full service
restaurant in less than 4,000 square feet, particularly if we are able to secure
additional patio seating. While our ASAP restaurants are primarily being
operated in airports, we believe they could also be successful in a variety of
additional venues including regional shopping centers, high density urban
locations, office kiosks, food courts, stadiums and other similar locations. We
recently opened two company-owned ASAP restaurants in shopping malls in the San
Francisco Bay area and one in a shopping mall in Costa Mesa, California. Our
company-owned ASAP restaurants will generally be 2,000 to 3,000 square feet and
have dedicated in-restaurant seating which will allow our customers to either
dine in or take-out.

Our full service restaurants will continue to represent the
majority of our growth in the near-term.  In 2001, we intend to open a minimum
of 14 company-owned, full service restaurants and have signed leases for all 14
of these restaurants.

With the exception of the five sites for which we own the
real estate, we operate our restaurants under leases. We do not intend to
purchase real estate for any of our sites in the future. We believe that the
size and flexibility of our formats provide us with a competitive advantage in
securing sites. We have several long-standing relationships with major mall
developers and owners, and are therefore afforded the opportunity to negotiate
multiple location deals.

#### Unit level economics

For 2000, sales of our 71 full service restaurants,
open for the entire period, averaged $2.8 million and generated average
restaurant-level pre-tax cash flow of $566,000 per store. Our prototype full
service restaurant is approximately 4,800 to 5,000 square feet. Our average cash
investment, net of landlord contributions, was approximately $1.4 million for
the 15 full service restaurants opened between January 1998 and December 2000,
excluding pre-opening costs which averaged approximately $150,000 per
restaurant. We expect that in the future our cash investment, net of landlord
contributions, will also average approximately $1.4 million, excluding pre-
opening costs, which are anticipated to be approximately $175,000 per
restaurant.

Our company-owned ASAP restaurants are in the range of 2,000
to 3,000 square feet. Our average cash investment, net of landlord
contributions, was approximately $650,000 for the ASAP restaurants opened in
2000, excluding pre-opening costs which averaged approximately $75,000 per
restaurant. We expect that future ASAP restaurants, net of landlord
contributions, will also generally cost approximately $650,000 and that pre-
opening expenses will average approximately $75,000 per restaurant.

#### Restaurant franchise and licensing arrangements

Our largest franchisee, HMSHost Corporation,
operates 21 California Pizza Kitchen ASAP restaurants, primarily in airports,
throughout the United States under a development and franchise arrangement.
Mirage Resorts operates two full service California Pizza Kitchen restaurants in
high-profile resorts in Las Vegas, Nevada. We also have a franchisee operating
one full service restaurant in San Antonio, Texas, a franchisee operating one
ASAP restaurant in Thousand Oaks, California, an international franchisee
operating three full service restaurants in Singapore and Malaysia, and another
international franchisee operating two full service restaurants in the
Philippines. During 2001, we expect our franchisees to open an additional three
to five full service restaurants.

Our development agreement with HMSHost grants it limited
exclusive rights to open new ASAP restaurants in airports, in travel plazas
along toll-roads and in mall food court locations; however, any location
proposed by HMSHost is subject to approval by us in our sole discretion. If
HMSHost determines not to submit a bid or proposal for a new airport, or travel
plaza or mall location or determines not to include us in the proposal or bid,
we are free to bid ourselves or to license another party to operate an ASAP in
that location. Under our agreement, HMSHost may only develop a franchised
restaurant in a mall when it obtains a master concessionaire agreement with the
landlord to provide all food services within the food court or other multiple-
concept area. Once we have agreed to HMSHost development of an ASAP restaurant
in an airport or travel plaza location, we may not license or operate a full
service restaurant ourselves at those locations. There is no corresponding
prohibition with respect to mall locations.

HMSHost retains its limited exclusive rights for the
development of ASAP restaurants until May 2003, after which it may continue our
agreement for three additional terms which ultimately expire in 2018. We have
the right to terminate the agreement if HMSHost does not open 25 restaurants by
May 2003. HMSHost pays an initial franchise fee of $20,000 for each ASAP
restaurant at a new location and $10,000 for each additional ASAP restaurant at
an existing location, and continuing royalties at rates of 5% to 5.5% of gross
sales. HMSHost franchise agreements typically terminate at the same time as a
HMSHost concessionaire agreement to operate at an airport or mall terminates.

Our territorial development agreements with our other
franchisees grant them the exclusive right to an identified territory subject to
meeting development obligations. Our basic franchise agreement with these
franchisees generally requires payment of an initial fee of between $55,000 and
$65,000 for a full service restaurant, as well as continuing royalties at a rate
of 5% to 6% of gross revenue. Most of our franchise agreements contain a ten- or
20-year term.

#### Agreement with Kraft Pizza Company

We have entered into a strategic alliance with Kraft
Pizza Company to manufacture and distribute a line of California Pizza Kitchen
premium frozen pizzas in the United States and Canada. Kraft currently makes and
distributes frozen versions of seven of our pizzas: the Five Cheese and Tomato
Pizza, BBQ Chicken Pizza, Garlic Chicken Pizza, Rosemary Chicken Potato Pizza,
Portobello Mixed Mushroom Pizza, Sausage, Pepperoni & Mushroom Pizza and
Thai Chicken Pizza. Our frozen pizzas are currently sold in supermarkets in
Atlanta, Las Vegas, Phoenix, the San Francisco Bay area, Sacramento, Hawaii,
Denver, Baltimore, Washington, D.C. and the greater Southern California area,
including Los Angeles and San Diego. We intend to expand our distribution area
to include additional selected markets, with an initial focus on those markets
in which our restaurants are located.

#### Management information systems

All of our restaurants use computerized management
information systems, which are designed to improve operating efficiencies,
provide corporate management timely access to financial and marketing data, and
reduce restaurant and corporate administrative time and expense. Our restaurant
systems include a point-of-sale system which facilitates the movement of
customer food and beverage orders from the dining areas to the appropriate menu
item preparation area within the restaurant. The data captured by our restaurant
level systems include restaurant sales, cash and credit card receipts,
quantities of each menu item sold, customer counts and daily labor expense. This
information is generally transmitted to the corporate office daily. Each week,
every restaurant prepares a flash profit and loss statement that is compared to
budget and the prior year.

Our corporate information systems provide management with
operating reports that show restaurant performance comparisons with budget and
prior year results both for the current accounting period and year-to-date.
These systems allow us to closely monitor restaurant sales, cost of sales, labor
expense and other restaurant trends on a daily, weekly and monthly basis. We
believe these systems will enable both restaurant and corporate management to
adequately manage the operational and financial performance of our restaurants
as necessary to support our planned expansion.

#### Purchasing

Our purchasing staff procures all of our food
ingredients, products and supplies. We seek to obtain the highest quality
ingredients, products and supplies from reliable sources at competitive prices.
To that end, we continually research and evaluate various food ingredients,
products and supplies for consistency and compare them to our detailed
specifications. Specific qualified manufacturers and growers are then inspected
and approved for use. This process is repeated at least once a year. To maximize
our purchasing efficiencies and obtain the lowest possible prices for our
ingredients, products and supplies, while maintaining the highest quality, our
centralized purchasing staff generally negotiates all prices in one of two
formats: (a) fixed price contracts generally with terms of between one month to
one year or (b) based on monthly commodity pricing formulas.

In order to provide the freshest ingredients and products,
and to maximize operating efficiencies between purchase and usage, each
restaurant's kitchen manager determines its daily usage requirements for food
ingredients, products and supplies. The kitchen manager orders accordingly from
approved local vendors and our national master distributor. The kitchen managers
also inspect all deliveries daily to ensure that the items received meet our
quality specifications and negotiated prices. We believe that competitively
priced, high quality alternative manufacturers, vendors, growers and
distributors are available should the need arise.

#### Employees

As of the date of this report, we have approximately
5,500 employees, including 74 employees located at our corporate headquarters.
Our employees are not covered by any collective bargaining agreement. We
consider our employee relations to be very good.

#### Competition

The restaurant industry is intensely competitive. We
compete on the basis of the taste, quality and price of food offered, customer
service, ambiance, location and overall dining experience. We believe that our
concept, attractive price-value relationship and quality of food and service
enable us to differentiate ourselves from our competitors. Although we believe
we compete favorably with respect to each of these factors, many of our direct
and indirect competitors are well-established national, regional or local chains
and some have substantially greater financial, marketing, and other resources
than we do. We also compete with many other restaurant and retail establishments
for site locations and restaurant level employees. The packaged food industry is
also intensely competitive.

Trademarks

Our registered trademarks and service marks include,
among others, the word mark "California Pizza Kitchen", "ASAP California Pizza
Kitchen" and our stylized logo set forth on the front and back pages of this
report. We have registered all of our marks with the United States Patent and
Trademark Office. We have registered our most significant trademarks and service
marks in 22 foreign countries, in addition to the Benelux Customs Union and the
European Union. In order to better protect our brand, we have also registered
our ownership of the Internet domain names "www.cpk.com" and
"www.californiapizzakitchen.com". We believe that our trademarks, service marks
and other proprietary rights have significant value and are important to our
brand-building efforts and the marketing of our restaurant concepts. We have
vigorously protected our proprietary rights in the past and expect to continue
to do so. We cannot predict, however, whether steps taken by us to protect our
proprietary rights will be adequate to prevent misappropriation of these rights
or the use by others of restaurant features based upon, or otherwise similar to,
our concept. It may be difficult for us to prevent others from copying elements
of our concept and any litigation to enforce our rights will likely be costly.

#### Government regulation

Our restaurants are subject to licensing and
regulation by state and local health, sanitation, safety, fire and other
authorities, including licensing and regulation requirements for the sale of
alcoholic beverages and food. To date, we have not experienced an inability to
obtain or maintain any necessary licenses, permits or approvals, including
restaurant, alcoholic beverage and retail licensing. The development and
construction of additional restaurants will also be subject to compliance with
applicable zoning, land use and environmental regulations. We are also subject
to federal regulation and state laws that regulate the offer and sale of
franchises and substantive aspects of a licensor-licensee relationship. Various
federal and state labor laws govern our relationship with our employees and
affect operating costs. These laws include minimum wage requirements, overtime,
unemployment tax rates, workers' compensation rates, citizenship requirements
and sales taxes. In addition, the federal Americans with Disabilities Act
prohibits discrimination on the basis of disability in public accommodations and
employment.

Risk Factors

Our growth strategy requires us to open new
restaurants at an accelerated pace.  We may not be able to achieve this planned
expansion.

We are pursuing an accelerated, but disciplined growth
strategy which to be successful depends on our ability, and the ability of our
franchisees and licensees, to open new restaurants and to operate these new
restaurants on a profitable basis.  The success of our planned expansion will be
dependent upon numerous factors, many of which are beyond our control, including
the hiring, training and retention of qualified operating personnel, especially
managers, identification and availability of suitable restaurant sites,
competition for restaurant sites, negotiation of favorable lease terms, timely
development of new restaurants, including the availability of construction
materials and labor, management of construction and development costs of new
restaurants, securing required governmental approvals and permits, competition
in our markets, and general economic conditions.  If any of these risks actually
occur, our business, financial condition, operating results or cash flows could
be materially adversely affected.

Our success depends on our ability to locate a sufficient
number of suitable new restaurant sites.

One of our biggest challenges in meeting our growth
objectives will be to secure an adequate supply of suitable new restaurant
sites. We have experienced delays in opening some of our restaurants and may
experience delays in the future. There can be no assurance that we will be able
to find sufficient suitable locations for our planned expansion in any future
period. Delays or failures in opening new restaurants could materially adversely
affect our business, financial condition, operating results or cash flows.

We could face labor shortages which could slow our
growth.

Our success depends in part upon our ability to attract,
motivate and retain a sufficient number of qualified employees, including
restaurant managers, kitchen staff and servers, necessary to keep pace with our
expansion schedule. Qualified individuals of the requisite caliber and number
needed to fill these positions are in short supply in some areas. Although we
have not experienced any significant problems in recruiting or retaining
employees, any future inability to recruit and retain sufficient individuals may
delay the planned openings of new restaurants. Any such delays or any material
increases in employee turnover rates in existing restaurants could have a
material adverse effect on our business, financial condition, operating results
or cash flows. Additionally, competition for qualified employees could require
us to pay higher wages to attract sufficient employees, which could result in
higher labor costs.

Our expansion into new markets may present increased risks
due to our unfamiliarity with the area.

We anticipate that our new restaurants will typically
take several months to reach budgeted operating levels due to problems commonly
associated with new restaurants, including lack of market awareness, inability
to hire sufficient staff and other factors. Although we have attempted to
mitigate these factors by expanding primarily in markets in which we already
have a significant presence and by paying careful attention to training and
staffing needs, there can be no assurance that we will be successful in
operating our new restaurants on a profitable basis.

Our expansion may strain our infrastructure which could
slow our restaurant development.

We also face the risk that our existing systems and
procedures, restaurant management systems, financial controls, and information
systems will be inadequate to support our planned expansion. We cannot predict
whether we will be able to respond on a timely basis to all of the changing
demands that our planned expansion will impose on management and these systems
and controls. If we fail to continue to improve our information systems and
financial controls or to manage other factors necessary for us to achieve our
expansion objectives, our business, financial condition, operating results or
cash flows could be materially adversely affected.

Our restaurant expansion strategy focuses primarily on
further penetrating existing markets. This strategy can cause sales in some of
our existing restaurants to decline.

In accordance with our expansion strategy, we intend to
open new restaurants primarily in our existing markets. Since we typically draw
customers from a relatively small radius around each of our restaurants, the
sales performance and customer counts for restaurants near the area in which a
new restaurant opens may decline due to cannibalization of the existing
restaurant's customer base.

Our planned expansion into retail distribution channels
through the introduction of our premium frozen pizzas could dilute the value of
our brand.

We have entered into a strategic alliance with Kraft
Pizza Company to distribute a line of premium frozen pizzas through supermarkets
and other retail outlets. Although sales of these frozen products in the
geographic markets in which they are currently available have been encouraging,
we run the risk that the availability of a frozen product could dilute the value
of our brand to the extent that consumers perceive our frozen products to be
unappealing or of a lower quality.

Our operations are susceptible to changes in food and
supply costs which could adversely affect our margins.

Our profitability depends, in part, on our ability to
anticipate and react to changes in food and supply costs. Our centralized
purchasing staff negotiates prices for all of our ingredients and supplies
through either contracts (terms of one month up to one year) or commodity
pricing formulas. Our master distributor delivers goods at a set, flat fee per
case twice a week to all of our restaurants. Our contract with our master
distributor, Meadowbrook Meat Company, Inc., expires in June 2001. Although we
believe we will be able to negotiate a similarly-priced contract with either our
current master distributor or another distributor, any increase in distribution
prices could cause our food and supply costs to increase. Furthermore, various
factors beyond our control, including adverse weather conditions and
governmental regulations, could also cause our food and supply costs to
increase. We cannot predict whether we will be able to anticipate and react to
changing food and supply costs by adjusting our purchasing practices. A failure
to do so could adversely affect our operating results and cash flows.

Changes in consumer preferences or discretionary consumer
spending could negatively impact our results.

Our restaurants feature pizzas, pastas, salads and appetizers
in an upscale, family-friendly, casual environment. Our continued success
depends, in part, upon the popularity of these foods and this style of informal
dining. Shifts in consumer preferences away from this cuisine or dining style
could materially adversely affect our future profitability. Also, our success
depends to a significant extent on numerous factors affecting discretionary
consumer spending, including economic conditions, disposable consumer income and
consumer confidence. Adverse changes in these factors could reduce customer
traffic or impose practical limits on pricing, either of which could materially
adversely affect our business, financial condition, operating results or cash
flows. Like other restaurant chains, we can also be materially adversely
affected by negative publicity concerning food quality, illness, injury,
publication of government or industry findings concerning food products served
by us, or other health concerns or operating issues stemming from one restaurant
or a limited number of restaurants.

Forty-two percent of our restaurants are located in
California. As a result, we are highly sensitive to negative occurrences in that
state.

We and our franchisees currently operate a total of 48
restaurants in California, of which 37 are concentrated in the greater Los
Angeles and San Diego metropolitan areas. As a result, we are particularly
susceptible to adverse trends and economic conditions in California, including
adverse consequences stemming from its current energy shortages. In addition,
given our geographic concentration, negative publicity regarding any of our
restaurants in California could have a material adverse effect on our business
and operations, as could other regional occurrences such as local strikes,
earthquakes or other natural disasters.

The restaurant industry is affected by litigation and
publicity concerning food quality, health and other issues which can cause
customers to avoid our restaurants and result in liabilities.

We are sometimes the subject of complaints or litigation
from customers or employees alleging illness, injury or other food quality,
health or operational concerns.  Adverse publicity resulting from these
allegations may materially adversely affect us and our restaurants, regardless
of whether the allegations are valid or whether California Pizza Kitchen is
liable.  In fact, we are subject to the same risks of adverse publicity
resulting from these sorts of allegations even if the claim  actually involves
one of our franchisees or licensees.  Further, employee claims against us based
on, among other things, discrimination, harassment or wrongful termination may
divert our financial and management resources that would otherwise be used to
benefit the future performance of our operations.  We have been subject to these
employee claims before, and a significant increase in the number of these claims
or any increase in the number of successful claims could materially adversely
affect our business, financial condition, operating results or cash flows.  We
also are subject to some states' "dram shop" statutes.  These statutes
generally provide a person injured by an intoxicated person the right to recover
damages from an establishment that wrongfully served alcoholic beverages to the
intoxicated person.



ITEM 2. PROPERTIES

Our corporate headquarters are located in Los
Angeles, California. We occupy this facility under a lease which terminates in
August 2002, with an option to extend until August 2007. We lease the majority
of our restaurant facilities, although we own our restaurants in: Alpharetta,
Georgia; Grapevine, Texas; Scottsdale, Arizona; Schaumburg, Illinois; and one
location in Atlanta, Georgia. The majority of our leases are for ten- or
fifteen-year terms and include options to extend the terms. The majority of our
leases also include both minimum rent and percentage-of-sales rent
provisions.



Current restaurant locations

As of March 20, 2001, we own 83 restaurants in 17
states and the District of Columbia. We franchise or license our concept to
other restaurant operators including: HMSHost Corporation, which operates 21
ASAP restaurants; Mirage Resorts, which operates two full service Las Vegas
casino restaurants; a franchisee, which operates one full service restaurant in
Texas; a franchisee, which operates one ASAP restaurant in California; and two
franchisees, which currently operate a total of five full service restaurants in
Singapore, Malaysia and the Philippines.

`Franchised/
                                       Licensed    Franchised
                      Company-Owned  Full service     ASAP
       Region         Restaurants(1)  Restaurants  Restaurants  Total
--------------------- -------------- ------------- ----------- -------
   Domestic
   Arizona...........             2        --               1       3
   California........            41        --               7      48
   Colorado..........             3        --           --          3
   Florida...........             3        --               3       6
   Georgia...........             3        --           --          3
   Hawaii............             3        --           --          3
   Illinois(2).......             5        --           --          5
   Indiana...........       --             --               1       1
   Maryland..........             3        --           --          3
   Massachusetts.....             3        --           --          3
   Michigan..........             1        --           --          1
   Minnesota.........       --             --               1       1
   Missouri..........             1        --               2       3
   Nevada............       --                  2       --          2
   New Jersey........             1        --           --          1
   New York..........             4        --               1       5
   North Carolina....       --             --               2       2
   Pennsylvania......             1        --           --          1
   Texas.............             5             1       --          6
   Utah..............       --             --               1       1
   Virginia..........             2        --               3       5
   Washington........             1        --           --          1
   Washington, D.C...             1        --           --          1

   International
   Singapore.........       --                  2       --          2
   Malaysia..........       --                  1       --          1
   The Philippines...       --                  2       --          2
                      -------------- ------------- ----------- -------
     Totals..........            83             8          22     113`



--------

(1) All of our company-owned restaurants are full service,
except for three ASAP restaurants.

(2) Includes one restaurant in the Chicago area in which we
are the general partner and own approximately 70% of the total partnership
interests.



ITEM 3. LEGAL PROCEEDINGS

Occasionally, we are a defendant in litigation
arising in the ordinary course of our business, including claims resulting from
"slip and fall" accidents, employment-related claims and claims from guests or
employees alleging illness, injury or other food quality, health or operational
concerns. To date, none of these types of litigation, all of which are covered
by insurance, has had a material effect on us and, as of the date of this
report, we are not a party to any material litigation except as described below.

We are one of the defendants to a lawsuit filed on March 11,
1998 in the 152nd Judicial District Court of Harris County, Texas, brought by
The Chair King, Inc., as the named plaintiff in a class action suit under the
Telephone Consumer Protection Act of 1991. This lawsuit alleges that we sent
8,200 faxes in violation of the federal act that requires the recipient's
consent prior to sending an unsolicited fax. The federal act provides for
minimum damages of $500 per fax received by a plaintiff with the possibility for
an additional $1,000 per fax if the plaintiff can prove that the defendant
knowingly violated the law. Although not currently so certified, if the
plaintiff is able to achieve class certification, we could potentially be liable
for significant amounts, including the amounts claimed by plaintiff of $4.1
million in regular damages, and $8.2 million in additional damages. We currently
believe we will prevail on this claim because the plaintiffs have been unable
thus far to produce evidence that any faxes were actually sent by us or on our
behalf, or that the agent that we employed to send the faxes did so without
obtaining the necessary consents. We filed for and successfully obtained summary
judgment in this matter on March 7, 2000. The plaintiffs subsequently filed for
appeal to the Texas appeals courts. On August 31, 2000, the presiding judge of
the appeals court ordered the lawsuit to mediation, which is currently on-
going.

On December 13, 2000, one of our former kitchen managers
filed a class action complaint in Los Angeles County Superior Court. This
complaint alleges that approximately 70 kitchen managers were improperly denied
overtime compensation for more than eight hours of work per day and/or more than
40 hours of work per week in violation of California law. We intend to
vigorously defend against this suit; however, if the plaintiff is able to
achieve class certification and prevails on the merits of the case, we could
potentially be liable for significant amounts.  Although we have not had the
opportunity to fully investigate the claims stated in the complaint, we believe
that the putative class members were performing exempt management work and were
therefore not entitled to receive overtime compensation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our
shareholders during the fourth quarter of 2000.

PART II

#### ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED

#### STOCKHOLDER MATTERS

Our common stock is quoted on the Nasdaq National
Market under the symbol "CPKI." Public trading of our common stock commenced on
August 2, 2000. The high and low closing prices of our common stock on the
Nasdaq National Market, as reported by the Nasdaq National Market, for the third
quarter of 2000 (since our initial public offering on August 2, 2000) were
$29.00 per share and $19.00 per share, respectively. The high and low closing
prices for the fourth quarter of 2000 were $35.13 per share and $26.63 per
share, respectively. As of March 20, 2001, there were approximately 165 holders
of record of common stock. On March 20, 2001, the last sale price reported on
the Nasdaq National Market for our common stock was $25.75 per share.

Dividend Policy

We currently intend to retain all future earnings
for the operation and expansion of our business and do not anticipate paying
cash dividends on our common stock in the foreseeable future. We have not paid
any cash dividends since 1992 when dividends were paid in connection with
PepsiCo, Inc.'s acquisition of a controlling interest in us.

Our credit agreement with Bank of America, N.A. currently
prohibits us from declaring or paying any dividends or other distributions on
any shares of our capital stock other than dividends payable solely in shares of
capital stock or the stock of our subsidiaries. Any payment of cash dividends in
the future will be at the discretion of our board of directors and will depend
upon our results of operations, earnings, capital requirements, contractual
restrictions contained in our credit agreement with Bank of America, N.A., or
other agreements, and other factors deemed relevant by our board.

Changes in Securities and Use of Proceeds

We registered and sold 5,300,000 shares of our common stock, par value
$0.01, to the public at an aggregate offering price of $79,500,000 or $15.00 a
share pursuant to registration statement No. 333-37778, which was declared
effective on August 1, 2000.

We incurred the following expenses in connection with this offering:



|Underwriting discounts and commissions             | $ 5,565,000
|-------------------------------------------------- | -----------
|Other expenses (accounting, legal, printing, etc.) | 2,029,000  
|Total expenses                                     | $ 7,594,000



The net offering proceeds to us after deducting the total expenses above were
$71,906,000.

Our use of proceeds conformed to the intended use of proceeds
described in the prospectus related to this offering.  Our intended use of
proceeds as stated in the prospectus was for the repayment of outstanding bank
debt, redemption of preferred stock and general corporate purposes.  We used
$40.0 million from the proceeds to repay the entire outstanding bank debt and
$23.7 million from the proceeds to redeem a portion of our outstanding preferred
stock.  The remainder of the proceeds was used for the development of additional
restaurants, working capital requirements and general corporate purposes.

Since we completed our initial public offering in August
2000, we registered and sold an additional 200,000 shares of our common stock,
par value $0.01, to the public at an aggregate offering price of $5,187,500 or
$25.94 a share pursuant to registration statement No. 333-53088, which was
declared effective on February 5, 2001.



ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial and
operating data for each of the five fiscal years in the period ended December
31, 2000 are derived from our audited consolidated financial statements. The
audited consolidated financial statements and accompanying notes for each of the
three fiscal years in the period ended December 31, 2000, and the report of
independent auditors on those years, are included elsewhere in this report. This
selected consolidated financial and operating data should be read in conjunction
with the consolidated financial statements and accompanying notes, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
other financial information included elsewhere in this report.



Selected Consolidated Financial and Operating Data

(dollars in thousands, except per share,
operating data and footnotes)

`Fiscal Year
                                                -----------------------------------------------------
                                                  2000       1999       1998       1997       1996
                                                ---------  ---------  ---------  ---------  ---------
Statement of Operations  Data:
Revenues:
 Restaurant sales............................. $ 208,322  $ 176,933  $ 165,028  $ 159,391  $ 160,133
 Franchise and other revenues.................     2,482      2,260      2,013      1,025        698
                                                ---------  ---------  ---------  ---------  ---------
   Total revenues.............................   210,804    179,193    167,041    160,416    160,831
Costs and expenses:
 Cost of sales................................    51,748     44,740     43,201     43,361     43,647
 Labor........................................    74,341     63,701     58,547     57,321     57,796
 Direct operating and occupancy...............    41,079     35,848     34,171     36,481     36,633
                                                ---------  ---------  ---------  ---------  ---------
   Total restaurant operating costs...........   167,168    144,289    135,919    137,163    138,076

 General and administrative...................    14,349     13,123     13,890     15,896     15,722
 Depreciation and amortization................     9,568      8,234      7,543      7,807      9,944
 Pre-opening..................................     1,650        763        234        445        279
 Loss on impairment of property and
  equipment and restaurant closures...........     1,839        200         85      9,604        280
 Non-recurring  compensation charge(1)........     1,949         --         --         --         --
                                                ---------  ---------  ---------  ---------  ---------
Operating income (loss).......................    14,281     12,584      9,370    (10,499)    (3,470)

Other income (expense):
 Insurance gain and bank financing fees.......        --       (998)       --         --         277
 Interest expense, net........................    (1,412)    (3,415)    (3,956)      (930)    (3,297)
                                                ---------  ---------  ---------  ---------  ---------
   Total other income (expense), net..........    (1,412)    (4,413)    (3,956)      (930)    (3,020)
                                                ---------  ---------  ---------  ---------  ---------
Income (loss) before income tax
 benefit (provision)..........................    12,869      8,171      5,414    (11,429)    (6,490)
Income tax benefit (provision)(2)(3)..........    (4,504)    (2,772)     5,139       (251)       514
                                                ---------  ---------  ---------  ---------  ---------
Net income (loss).............................     8,365      5,399     10,553    (11,680)    (5,976)
Redeemable preferred stock dividend(4)........       --         --         --     (33,783)       --
Redeemable preferred stock accretion..........    (3,512)    (5,147)    (4,478)       --      (2,626)
                                                ---------  ---------  ---------  ---------  ---------
Net income (loss) attributable to
 common shareholders(5)(6).................... $   4,853  $     252  $   6,075  $ (45,463) $  (8,602)
                                                =========  =========  =========  =========  =========

Net income per common share(7):
   Basic...................................... $    0.35  $    0.02  $    0.60
   Diluted.................................... $    0.35  $    0.02  $    0.58
Shares used in computing net income
 per common share (in thousands)(7):
   Basic......................................    13,703     10,800     10,113
   Diluted....................................    14,013     11,168     10,528

Pro Forma Data(8)(9):
Pro forma net income attributable
 to common shareholders....................... $   9,931  $   8,253
Pro forma net income per common  share:
   Basic...................................... $    0.56  $    0.47
   Diluted.................................... $    0.55  $    0.46
Pro forma shares used in computing net income
 per common share (in thousands):
   Basic......................................    17,888     17,790
   Diluted....................................    18,198     17,965

Selected Operating Data:
System-wide restaurants open at end of year...       112         96         90         80
Company-owned restaurants open
 at end of year...............................        82         70         67         66
Average weekly company-owned full
 service restaurant sales..................... $  53,809  $  49,490  $  47,490  $  43,514
Comparable company-owned
 restaurant sales increase(10)................       7.8%       4.1%       6.1%       0.6%

                                                               Fiscal Year
                                                -----------------------------------------------------
                                                  2000       1999       1998       1997       1996
                                                ---------  ---------  ---------  ---------  ---------
Balance Sheet Data:
Cash and cash equivalents..................... $  12,649  $   5,686  $  14,553  $   5,455  $   4,143
Total assets..................................   116,977     94,750     96,155     82,915    104,953
Total debt, including current portion.........        47     40,085     45,385     47,157        192
Redeemable preferred stock....................        --     43,921     38,774     33,783    118,791
Shareholders' equity (deficiency).............    92,318     (9,829)   (10,439)   (16,840)   (39,567)`





-----

(1) Non-recurring compensation charge of $1.9 million in 2000
represents the performance based stock options becoming exerciseable in
accordance with variable plan accounting under Accounting Principle Board
Opinion No. 25. The performance based stock options were granted to Frederick R.
Hipp, our Chief Executive Officer and President.

(2) Net loss for 1997 was unfavorably impacted by the
recording of a $7.6 million deferred tax asset valuation allowance. We recorded
the valuation allowance in 1997 due to uncertainty at the time of our ability to
realize the benefit of the net deferred tax asset.

(3) Net income for 1998 was favorably impacted by the
reversal of a $7.6 million deferred tax asset valuation allowance that was
previously provided for in 1997. We eliminated the valuation allowance in 1998
due to our belief that current year activity made realization of this benefit
more likely than not.

(4) In 1997, we declared a redeemable preferred stock
dividend payable to our common shareholders.

(5) Net income (loss) attributable to common shareholders
includes the effect of the accretion of the liquidation preference on the
redeemable preferred stock which reduces net income or increases net loss
attributable to common shareholders for the relative periods.

(6) Net income for 1998 was favorably impacted by the
reversal of a $7.6 million deferred tax asset valuation allowance. Assuming an
effective tax rate of 33.9%, consistent with fiscal year 1999, net income before
redeemable preferred stock accretion would have been reduced by $6.9 million.

(7) See notes 2 and 9 of notes to audited consolidated
financial statements for an explanation of the method used to calculate the net
income per common share and shares used in computing net income per common
share, basic and diluted.

(8) Pro forma net income attributable to common shareholders
for 2000 is the result of the elimination of $1.1 million in interest expense,
net of taxes, related to the repayment of bank debt, the elimination of annual
compensation expense of $439,000, net of taxes, due to the amendment of our co-
founders' employment agreements, and the elimination of $3.5 million in
preferred stock accretion upon the automatic conversion of our preferred stock.
Pro forma net income attributable to common shareholders for fiscal 1999 is the
result of the elimination of $2.3 million in interest expense, net of taxes,
related to the repayment of bank debt, the elimination of annual compensation
expense of $595,000, net of taxes, due to the amendment of our co-founders'
employment agreements, and the elimination of $5.1 million in preferred stock
accretion upon the automatic conversion of our preferred stock.

(9) Pro forma information gives effect, as of the beginning
of each period, to the sale of 5,300,000 shares of common stock by us in our
initial public offering, the conversion of all outstanding shares of our
preferred stock into 1,580,938 shares of common stock and our repurchase of
1,000 shares of common stock from Bruckmann, Rosser, Sherrill & Co., L.P.,
both pursuant to a plan of recapitalization, and the issuance of 110,696 shares
of our common stock upon the exercise of options held by our Chief Executive
Officer and President.

(10) Company-owned restaurants are included in the
computation of comparable restaurant sales after they have been open 12 months.

#### 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS

Overview

As of March 20, 2001, we own and operate 83 casual
dining restaurants under the names "California Pizza Kitchen" and "California
Pizza Kitchen ASAP" in 17 states and the District of Columbia. We also franchise
our concept and currently have 30 additional restaurants which operate under
franchise or license arrangements. During our more than 15 years of operating
history, we believe we have developed strong brand awareness and demonstrated
the appeal of our concept in a wide variety of geographic areas. Our concept
was, and remains, to take our customers' favorite food cravings and put them on
a pizza--to figuratively put the world on a pizza.

We opened our first casual dining restaurant in 1985 in
Beverly Hills, California and grew steadily to 25 restaurants by early 1992. Our
concept, with its signature line of innovative, premium pizzas, open-flame ovens
in exhibition-style kitchens and excellent guest service, attracted PepsiCo,
Inc. which bought a controlling interest in our company in May 1992.

During the approximately five-year period when PepsiCo was
our controlling shareholder, we opened 60 restaurants, 16 of which have
subsequently been closed. We experimented with different locations and different
restaurant sizes, ranging from 3,600 square feet to more than 11,000 square
feet. Our rapid expansion strained our infrastructure, resulted in a variety of
management and operational changes, diverted our attention from the execution of
our concept and led to disappointing operating results and financial
performance, including a decline in comparable restaurant sales in 1996.

At the end of 1996, PepsiCo concluded that it would sell or
otherwise divest all of its restaurant businesses, including California Pizza
Kitchen. In September 1997, we consummated a series of transactions to effect a
merger and leveraged recapitalization through which an investor group led by
Bruckmann, Rosser, Sherrill & Co., L.P. acquired a 67.4% interest in our
company.

Since the beginning of 1998, we have instituted an
accelerated, but disciplined, growth plan, focusing largely on further
penetrating our existing markets. Between January 1998 and December 2000, we
opened 15 new company-owned, full service restaurants and three ASAP
restaurants. We intend to open a minimum of 14 company-owned, full service
restaurants in 2001. Our new restaurants typically experience lower operating
margins in their first few months of operation due to operational
inefficiencies, but are expected to achieve a level of operating performance
similar to those of our mature restaurants after 90 days.

Our revenues are comprised of restaurant sales, franchise
royalties and other income. Our restaurant sales are comprised almost entirely
of food and beverage sales. In 1999, alcohol sales represented 5.3% of
restaurant sales, and in 2000, alcohol sales represented 5.2% of restaurant
sales. Our franchise royalties and other revenues consist primarily of monthly
royalty income and initial franchise fees.

Cost of sales is composed of food, beverage and paper supply
expenses. The components of cost of sales are variable and increase with sales
volume. Labor costs include direct hourly and management wages, bonuses, taxes
and benefits for restaurant employees. Direct operating and occupancy costs
include restaurant supplies, marketing costs, fixed rent, percentage rent,
common area maintenance charges, utilities, real estate taxes, repairs and
maintenance and other related costs. Direct operating and occupancy costs
generally increase with sales volume but decline as a percentage of restaurant
sales.

General and administrative costs include all corporate and
administrative functions that support existing operations and provide
infrastructure to facilitate our future growth. Components of this category
include management, supervisory and staff salaries and related employee
benefits, travel, information systems, training, corporate rent and professional
and consulting fees. Depreciation and amortization principally includes
depreciation on capital expenditures for restaurants. Pre-opening costs, which
are expensed as incurred, consist of the costs of hiring and training the
initial work force, travel, the cost of food used in training, marketing costs,
the cost of the initial stocking of operating supplies and other direct costs
related to the opening of a new restaurant.

In calculating company-owned comparable restaurant sales, we
include a restaurant in the comparable base once it has been open for 12 months.
As of December 31, 2000, we had 71 company-owned restaurants which met this
criterion.

Results of operations

Our operating results for 2000, 1999 and 1998 are
expressed as a percentage of revenues below, except for the components of
restaurant operating costs and expenses, which are expressed as a percentage of
restaurant sales:

`2000        1999        1998
                                            ----------  ----------  ----------
Revenues:
  Restaurant sales........................       98.8 %      98.7 %      98.8 %
  Franchise and other revenues............        1.2         1.3         1.2
                                            ----------  ----------  ----------
    Total revenues........................      100.0       100.0       100.0

Costs and expenses:
  Cost of sales...........................       24.8        25.3        26.2
  Labor...................................       35.7        36.0        35.5
  Direct operating and occupancy..........       19.7        20.3        20.7
                                            ----------  ----------  ----------
    Total restaurant operating costs......       80.2        81.6        82.4
  General and administrative..............        6.8         7.3         8.3
  Depreciation and amortization...........        4.5         4.6         4.5
  Pre-opening costs.......................        0.8         0.4         0.1
  Loss on impairment of property and
   equipment and restaurant closures......        0.9         0.1         0.1
  Non-recurring  compensation charge......        0.9         0.0         0.0
                                            ----------  ----------  ----------
Operating income..........................        6.8         7.0         5.6
                                            ----------  ----------  ----------
Other expenses:
  Bank financing fees.....................        0.0        (0.6)        0.0
  Interest expense, net...................       (0.7)       (1.9)       (2.4)
                                            ----------  ----------  ----------
    Total other expenses, net.............       (0.7)       (2.5)       (2.4)
                                            ----------  ----------  ----------
Income before income tax (provision)
 benefit..................................        6.1         4.5         3.2
Income tax (provision) benefit............       (2.1)       (1.5)        3.1
                                            ----------  ----------  ----------
Net income................................        4.0         3.0         6.3
                                            ==========  ==========  ==========`



#### 2000 (52 weeks) compared to 1999 (52 weeks)

Total Revenues. Total revenues increased by
$31.6 million, or 17.6%, to $210.8 million in 2000 from $179.2 million in 1999
due to a $31.4 million increase in restaurant sales and a $222,000 increase in
franchise and other revenues. The increase in restaurant sales was due to $6.8
million in sales from a full year of operations for the five restaurants that
opened in 1999, $2.6 million in sales from the consolidation of our limited
partnership restaurant, $9.9 million in sales derived from the eleven
restaurants opened in 2000, and $13.5 million from comparable restaurant sales
increases of 7.8%. This increase in restaurant sales was offset by the loss of
revenue from the two restaurants which were closed in 1999. The increase in
comparable restaurant sales was driven by increases in customer counts of
approximately 4.4% and increases in the average check of approximately 3.4%
compared to 1999. Approximately one-half of the increase in average check is due
to price increases taken in 2000 and 1999, with the remainder due to modest
shifts in our menu mix. Franchise and other revenue growth was due primarily to
the six franchise restaurants that opened in 2000 and a full year of operations
for the seven new franchise restaurants that opened in 1999.

Cost of sales. Cost of sales increased by $7.0
million, or 15.7%, to $51.7 million in 2000 from $44.7 million in 1999. Cost of
sales as a percentage of restaurant sales decreased to 24.8% in 2000 from 25.3%
in the prior year. This reduction was primarily a result of increased
operational efficiencies and the price increases taken in the second and the
fourth quarter of 2000.

Labor. Labor increased by $10.6 million, or 16.7%, to
$74.3 million in 2000 from $63.7 million in 1999. Labor as a percentage of
restaurant sales decreased to 35.7% in 2000 from 36.0% in the prior year. The
decrease in labor as a percentage of restaurant sales was primarily due to lower
hourly labor as a percentage of sales resulting from higher weekly store sales
in 2000 compared to the prior year. Hourly labor as a percentage of sales
decreased to 21.3% in 2000 from 21.7% in 1999. However, due to tight labor
markets around the country, rising wage rates, increased workers' compensation
and health care benefit expenses and the increase in new store openings, we
expect upward pressure on our labor costs on a year-over-year basis commencing
in 2001.

Direct operating and occupancy. Direct operating and
occupancy increased by $5.3 million, or 14.6%, to $41.1 million in 2000 from
$35.8 million in 1999. Direct operating and occupancy as a percentage of
restaurant sales decreased to 19.7% in 2000 from 20.3% from the prior year. The
reduction was due primarily to higher net sales spread over relatively fixed
restaurant level operating and occupancy expenses. We expect that the increase
in natural gas prices and rate increases for electricity in California to exert
upward pressure on our direct and operating costs on a year-over-year basis
commencing in 2001.

General and administrative. General and administrative
increased by $1.2 million, or 9.3%, to $14.3 million in 2000 from $13.1 million
in 1999. General and administrative as a percentage of total revenue decreased
to 6.8% in 2000 from 7.3% in the prior year. The increase in general and
administrative expenses was primarily a result of higher travel and moving
expenses related to manager relocations for our new restaurants and higher
personnel costs related to new management positions. The decrease in general and
administrative expenses as a percentage of revenues was primarily a result of
the Company's increasing revenue base and its ability to leverage its general
and administrative personnel, coupled with the elimination of our co-
founders'salaries effective October 1, 2000.

Depreciation and amortization. Depreciation and
amortization increased by $1.4 million, or 16.2%, to $9.6 million in 2000 from
$8.2 million in 1999. The increase was primarily due to the eleven new
restaurants opened during 2000 and a full year of depreciation on the
restaurants opened in 1999.

Pre-opening. Pre-opening increased by $887,000 to $1.7
million in 2000 from $763,000 in 1999. The increase was due to the eleven
restaurants that opened in 2000 compared to the five restaurants that opened in
1999, as well as pre-opening expenses incurred in connection with the
restaurants that we plan to open in the first quarter of 2001.

Loss on impairment of property and equipment and
restaurant closures. Loss on impairment of property and equipment and
restaurant closures increased by $1.6 million to $1.8 million in 2000 from
$200,000 in 1999.  The increase related to the write-down of one restaurant in
accordance with Statement of Financial Accounting Standard (SFAS) No. 121.  In
1999, we implemented a new point of sales systems in all of our restaurant
locations and as a result, we incurred $200,000 related to the write-off of our
old point of sale system.

Non-recurring compensation charge. Non-recurring
compensation charge of $1.9 million represents the performance-based stock
options granted to Frederick R. Hipp, our Chief Executive Officer and President.
Upon closing of the initial public offering, these options became exerciseable
triggering a variable plan accounting charge in accordance with Accounting
Principles Board Opinion (APB) No. 25.

Bank financing fees. Bank financing fees of $1.0
million in 1999 represents the unamortized costs relating to our prior credit
agreement, which were written off when we refinanced our senior credit facility
in 1999.

Interest expense. Interest expense decreased by $2.0
million to $1.4 million in 2000 from $3.4 million in 1999. The decrease was
primarily a result of a lower debt balance due to payments made under our prior
credit facility, a lower interest rate due to a new credit facility that was put
in place in October 1999, and the repayment of our term note and the pay-down of
the revolving line of credit on August 7, 2000 with the proceeds from our
initial public offering.

Income tax provision. The income tax provision for
2000 and 1999 was based on annual effective tax rates applied to the income
before income tax provision. The 35.0%  and 33.9% tax rate in 2000 and 1999,
respectively, comprises the federal and state statutory rates based on the
annual estimated effective tax rate for the respective years.

Net income. Net income increased by $3.0 million, or
54.9%, to $8.4 million in 2000 from $5.4 million in 1999. Net income as a
percentage of revenues increased to 4.0% in 2000 from 3.0% in 1999. The increase
was due to the lower operating costs and interest expense offset by the $1.8
million write down of one restaurant in 2000 in accordance with SFAS No. 121 and
the $1.9 million non-recurring compensation charge for performance-based stock
options in accordance with APB No. 25.

#### 1999 (52 weeks) compared to 1998 (53 weeks)

Total revenues. Total revenues increased by
$12.2 million, or 7.3%, to $179.2 million in 1999 from $167.0 million in 1998
due to an $11.9 million increase in restaurant sales and a $247,000 increase in
franchise and other revenues. The increase in restaurant sales was due to $3.1
million in sales from a full year of operations for the two restaurants that
opened in 1998, $7.3 million in sales derived from the five restaurants opened
in 1999, and $6.5 million from comparable restaurant sales increases of 4.1%.
This increase in restaurant sales was offset by two restaurant closures in 1999
and one restaurant closure in 1998, plus the impact of one additional week of
sales in 1998 which contributed $3.4 million of revenue in 1998. The increase in
comparable restaurant sales was driven by an increase in customer counts of
approximately 1.9% and an increase in the average guest check of approximately
2.2% compared to 1998. The increase in average guest check was primarily due to
price increases implemented in 1999 and 1998. Franchise and other revenue growth
was due to seven new franchise restaurants that opened in 1999 and a full year
of operations for the 12 franchise restaurants that opened in 1998.

Cost of sales. Cost of sales increased by $1.5
million, or 3.6%, to $44.7 million in 1999 from $43.2 million in 1998. Cost of
sales as a percentage of restaurant sales decreased to 25.3% in 1999 from 26.2%
in 1998. This reduction was primarily a result of lower commodity costs in 1999
compared to 1998 and management's ongoing effort to reduce the cost of food
products and improve margins.

Labor. Labor increased by $5.2 million, or 8.8%, to
$63.7 million in 1999 from $58.5 million in 1998. Labor as a percentage of
restaurant sales increased to 36.0% in 1999 from 35.5% in 1998. The increase in
labor as a percentage of restaurant sales was primarily due to higher restaurant
level management wages as a result of our ongoing initiative to reduce
management turnover. Hourly labor as a percentage of sales remained constant at
21.7% in 1999 and 1998.

Direct operating and occupancy. Direct operating and
occupancy increased by $1.7 million, or 4.9%, to $35.8 million in 1999 from
$34.1 million in 1998. Direct operating and occupancy as a percentage of
restaurant sales decreased to 20.3% in 1999 from 20.7% in 1998. The reduction
was due primarily to higher net sales spread over relatively fixed restaurant
level operating and occupancy expenses.

General and administrative. General and administrative
decreased by $767,000, or 5.5%, to $13.1 million in 1999 from $13.9 million in
1998. General and administrative as a percentage of total revenues decreased to
7.3% in 1999 from 8.3% in 1998. The decrease was primarily a result of improved
cost management initiatives related to certain insurance programs.

Depreciation and amortization. Depreciation and
amortization increased $691,000, or 9.2%, to $8.2 million in 1999 from $7.5
million in 1998. The increase was primarily due to the additional depreciation
on the two new restaurants opened during the second half of 1998 and the five
new restaurants opened in 1999.

Pre-opening. Pre-opening increased by $529,000 to
$763,000 in 1999 from $234,000 in 1998. The increase was due to the five new
restaurants opened in 1999 compared to only two restaurants opened in 1998.

Loss on impairment of property and equipment and
restaurant closures. Loss on impairment of property and equipment and
restaurant closures increased by $115,000 to $200,000 in 1999 from $85,000 in
1998. The increase was due to the write off of our old point of sale system. In
1999 we implemented a new point of sale systems in all of our restaurant
locations.

Bank financing fees. Bank financing fees of $1.0
million represents the unamortized costs relating to our prior credit agreement,
which were written off when we refinanced our senior credit facility in 1999.

Interest expense. Interest expense decreased by
$541,000, or 13.7%, to $3.4 million in 1999 from $3.9 million in 1998. The
decrease was primarily a result of a lower debt balance due to payments made
under our credit facility and higher interest earning cash balances.

Income tax benefit (provision). The income tax benefit
(provision) in 1999 and 1998 was based on annual effective tax rates applied to
the income (loss) before income tax benefit (provision). The effective tax rate
was 33.9% in 1999. In 1998, the income tax benefit differs from the expected
income tax provision derived by applying the effective tax rate as a result of
an offsetting reduction in the previously provided deferred income tax asset
valuation allowance of $7.6 million. The deferred tax asset valuation allowance
was reduced since it became more likely than not that the deferred tax asset
would be realized in the future.

Net income. Net income decreased by $5.2 million, or
49.0%, to $5.4 million in 1999 from $10.6 million in 1998. Net income as a
percentage of revenues decreased to 3.0% in 1999 from 6.3% in 1998. The decrease
was due to the income tax benefit received in 1998 as a result of the reduction
in the previously provided deferred income tax asset valuation allowance of $7.6
million in 1998.

#### Potential fluctuations in quarterly results and seasonality

Our quarterly operating results may fluctuate
significantly as a result of a variety of factors, including the timing of new
restaurant openings and related expenses, profitability of new restaurants,
increases or decreases in comparable restaurant sales, general economic
conditions, consumer confidence in the economy, changes in consumer preferences,
competitive factors, changes in food costs, changes in labor costs and weather
conditions. In the past we have experienced significant variability in pre-
opening costs from quarter to quarter. These fluctuations are primarily a
function of the timing of restaurant openings. We typically incur the most
significant portion of pre-opening costs associated with a given restaurant
within the one month immediately preceding, and the month of, the opening of a
restaurant. In addition, our experience to date has been that labor and direct
operating and occupancy costs associated with a newly opened restaurant for the
first three months of operation are often materially greater than what will be
expected after that time, both in aggregate dollars and as a percentage of
restaurant sales. Accordingly, the number and timing of new restaurant openings
in any quarter has had and is expected to continue to have a significant impact
on quarterly pre-opening costs and labor and direct operating and occupancy
costs. As a result of our plans to open new restaurants at an accelerated pace,
we anticipate that we will experience significantly increased pre-opening costs,
labor and direct operating and occupancy costs in 2001.

Our business is also subject to seasonal fluctuations.
Historically, sales in most of our restaurants have been higher during the
summer months and winter holiday season. As a result, we expect our highest
earnings to occur in those periods. As a result of all of these factors, results
for any one-quarter are not necessarily indicative of the results to be expected
for any other quarter or for any year.

#### Liquidity and capital resources

In recent years, we have funded our capital
requirements primarily through cash flow from operations.  In 2000, net cash
flow provided by operating activities was $23.6 million compared to $13.6
million in 1999. Net cash flow provided by operating activities exceeded the net
income for both periods due to the effects of depreciation and amortization for
both 2000 and 1999, and loss on impairment of property and equipment and
restaurant closure and a non-recurring compensation charge for 2000. Net cash
flow from operating activities for 1999 was $13.6 million compared to $15.0
million in 1998. The decrease in 1999 from 1998 was primarily due to the
reduction of certain liabilities partially offset by a decrease in deferred tax
assets.

We use cash to fund the development and construction of new
restaurants and the remodel of our existing restaurants. Net cash used in
investing activities in 2000 was $24.7 million, of which $16.8 million was spent
on new restaurants and $5.1 million was spent on remodels.  We opened eleven new
restaurants in 2000 compared to five opened in 1999. Net cash used in investing
activities for 1999 was $17.3 million, of which approximately $7.7 million was
spent on new restaurants opened in 1999, $2.1 million was spent on remodels and
$3.3 million was spent on our new point of sales system. Net cash used in
investing activities for 1998 was $5.0 million, of which $3.1 million was spent
on two new restaurants opened in 1998 and $2.2 million was spent on remodels. We
expect to open a minimum of 14 full service restaurants in 2001. We expect that
our planned future restaurants will require, on average, a total cash investment
per restaurant, after landlord contributions, of approximately $1.4 million for
our full service restaurants and $650,000 for our ASAP restaurants.
Additionally, we anticipate pre-opening costs on average to be approximately
$175,000 for our full service restaurants and $75,000 for our ASAP restaurants;
however, any unexpected delays in construction, labor shortages or other factors
could result in higher than anticipated pre-opening costs. Our capital
expenditures for 1998 through 2000 were financed primarily through internally
generated funds.

Net cash provided by financing activities was $7.9 million in
2000 compared to net cash used in financing activities of $5.2 million in 1999.
Financing activities in fiscal 2000 consisted primarily of $72.0 million from
the sale of securities net of underwriting fees and expenses offset by debt
payments of $40.0 million and cash payments of $23.7 million to our preferred
shareholders upon conversion of their preferred stock into common stock. Net
cash used in financing activities for 1999 was $5.2 million and was related to
our debt payments made under our term loan and revolving line of credit which
were incurred in connection with the merger and leveraged recapitalization
transaction. We have a $20.0 million revolving line of credit, of which nothing
is currently outstanding. The line of credit expires on June 30, 2004 and bears
interest at either the bank base rate minus 0.75% or LIBOR plus 1.0%.

Our capital requirements, including costs related to opening
additional restaurants, have been and will continue to be significant. Our
future cash requirements and the adequacy of available funds will depend on many
factors, including the pace of expansion, real estate markets, site locations
and the nature of the arrangements negotiated with landlords. We believe that
our current cash balances, together with anticipated cash flows from operations
and funds anticipated to be available from our credit facility, will be
sufficient to satisfy our working capital and capital expenditures requirements
through 2001. Changes in our operating plans, acceleration of our expansion
plans, lower than anticipated sales, increased expenses or other events may
cause us to seek additional financing sooner than anticipated. Additional
financing may not be available on acceptable terms, or at all. Failure to obtain
additional financing as needed could have a material adverse effect on our
business and results of operations.

#### Inflation

The primary inflationary factors affecting our
operations are food and labor costs. A large number of our restaurant personnel
are paid at rates based on the applicable minimum wage, and increases in the
minimum wage directly affect our labor costs. Many of our leases require us to
pay taxes, maintenance, repairs, insurance and utilities, all of which are
generally subject to inflationary increases. We believe inflation has not had a
material impact on our results of operations in recent years.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET

RISKS

Our market risk exposures are related to our cash
and cash equivalents. We invest our excess cash in highly liquid short-term
investments with maturities of less than three months as date of purchase. These
investments are not held for trading or other speculative purposes. Changes in
interest rates affect the investment income we earn on our investments and,
therefore, impact our cash flows and results of operations.

In addition, we have a $20.0 million line of credit agreement
with Bank of America, N.A. Interest on the line of credit is calculated on
either the bank base rate minus 0.75% or LIBOR plus 1.0%. Currently, there is no
outstanding balance under this agreement. Should we draw on this line in the
future, changes in interest rates would affect the interest expense on these
loans and, therefore, impact our cash flows and results of operations.

Many of the food products purchased by us are affected by
changes in weather, production, availability, seasonality and other factors
outside our control. In an effort to control some of this risk, we have entered
into some fixed price purchase commitments with terms of no more than a year. In
addition, we believe that almost all of our food and supplies are available from
several sources, which helps to control food commodity risks.





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



---



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                                                             | Page
|-------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Report of Independent Auditors                                                                                                               | F-2 
|Consolidated Financial Statements:                                                                                                           |     
|Consolidated Balance Sheets at December 31, 2000
and January 2, 2000                                                                         | F-3 
|Consolidated Statements of Income for the Years Ended  December
31, 2000,
   January 2, 2000 and January 3, 1999                             | F-4 
|Consolidated Statements of Shareholders' Equity (Deficiency)
for the Years
     Ended December 31, 2000, January 2, 2000 and January 3, 1999 | F-5 
|Consolidated Statements of Cash Flows for the Years Ended
December 31,
   2000, January 2, 2000 and  January 3, 1999                         | F-6 
|Notes to Consolidated Financial Statements                                                                                                   | F-8 





---





REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders of
California Pizza Kitchen, Inc.

We have audited the accompanying consolidated balance sheets
of California Pizza Kitchen, Inc. and Subsidiaries (the "Company") as of
December 31, 2000 and January 2, 2000, and the related consolidated statements
of income, shareholders' equity (deficiency) and cash flows for each of the
three years in the period ended December 31, 2000. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of California Pizza Kitchen, Inc. and Subsidiaries at December 31, 2000
and January 2, 2000 and the consolidated results of their operations and their
cash flows for each of the three fiscal years in the period ended December 31,
2000 in conformity with accounting principles generally accepted in the United
States.



/s/ Ernst & Young LLP

Long Beach, California
January 26, 2001, except for Note 14,
   as to which the date is February 13, 2001

---

**CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

            December 31, 2000 and January 2, 2000**
(in thousands, except for share and per share data)

`2000       1999
                                                                                ---------  ---------
                                    Assets
Current assets:
  Cash and cash equivalents................................................... $  12,649  $   5,686
  Trade accounts receivable...................................................     1,122      1,509
  Inventories.................................................................     1,609      1,239
  Prepaid expenses and other current assets...................................     2,003      2,395
                                                                                ---------  ---------
Total current assets..........................................................    17,383     10,829
Property and equipment, net...................................................    91,144     78,048
Deferred taxes................................................................     5,953      4,754
Other assets..................................................................     2,497      1,119
                                                                                ---------  ---------
Total assets.................................................................. $ 116,977  $  94,750
                                                                                =========  =========
              Liabilities and Shareholders' Equity (Deficiency)
Current liabilities:
  Accounts payable............................................................ $   3,473  $   3,661
  Accrued compensation and benefits...........................................     9,273      7,658
  Accrued rent................................................................     4,763      4,655
  Other accrued liabilities...................................................     5,581      3,993
  Current maturities of long-term debt........................................        47      1,537
                                                                                ---------  ---------
Total current liabilities.....................................................    23,137     21,504
Long-term debt, less current maturities.......................................        --     38,548
Other liabilities.............................................................     1,522        606
Commitments
Redeemable preferred stock:
  Series A 12 1/2% Cumulative Compounding Preferred Stock--0 and 10,151,771
   shares issued and outstanding at December 31, 2000 and January 2, 2000,
   respectively; liquidation preference of $0 and $24,625 at December 31,
   2000 and January 2, 2000, respectively.....................................        --     24,625
  Series B 13 1/2% Cumulative Compounding Preferred Stock --0 and 10,151,771
   shares issued and outstanding at December 31, 2000 and January 2, 2000,
   respectively; liquidation preference of $0 and $19,296 at December 31,
   2000 and January 2, 2000, respectively.....................................        --     19,296
Shareholders' equity (deficiency):
  Common Stock--$0.01 par value, 80,000,000 shares authorized,
   17,889,091 and 10,896,570 shares issued and outstanding
   at December 31, 2000 and January 2, 2000, respectively.....................       179        109
  Additional paid-in capital..................................................   198,052    104,340
  Accumulated deficit.........................................................  (105,913)  (114,278)
                                                                                ---------  ---------
Total shareholders' equity (deficiency).......................................    92,318     (9,829)
                                                                                ---------  ---------
Total liabilities and shareholders' equity (deficiency)....................... $ 116,977  $  94,750
                                                                                =========  =========`

See accompanying notes.

---

**CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

       Years ended December 31, 2000, January 2, 2000 and January 3, 1999**
(in thousands, except for per share data)

`2000        1999        1998
                                            ----------  ----------  ----------
Revenues:
  Restaurant sales........................ $  208,322  $  176,933  $  165,028
  Franchise and other revenues............      2,482       2,260       2,013
                                            ----------  ----------  ----------
    Total revenues........................    210,804     179,193     167,041

Costs and expenses:
  Cost of sales...........................     51,748      44,740      43,201
  Labor...................................     74,341      63,701      58,547
  Direct operating and occupancy..........     41,079      35,848      34,171
                                            ----------  ----------  ----------
    Total restaurant operating costs......    167,168     144,289     135,919
  General and administrative..............     14,349      13,123      13,890
  Depreciation and amortization...........      9,568       8,234       7,543
  Pre-opening costs.......................      1,650         763         234
  Loss on impairment of property and
   equipment and restaurant closures......      1,839         200          85
  Non-recurring  compensation charge......      1,949         --          --
                                            ----------  ----------  ----------
Operating income..........................     14,281      12,584       9,370
                                            ----------  ----------  ----------
Other expenses:
  Bank financing fees.....................        --         (998)        --
  Interest expense, net...................     (1,412)     (3,415)     (3,956)
                                            ----------  ----------  ----------
    Total other expenses, net.............     (1,412)     (4,413)     (3,956)
                                            ----------  ----------  ----------
Income before income tax (provision)
 benefit..................................     12,869       8,171       5,414
Income tax (provision) benefit............     (4,504)     (2,772)      5,139
                                            ----------  ----------  ----------
Net income................................      8,365       5,399      10,553
Redeemable preferred stock accretion......     (3,512)     (5,147)     (4,478)
                                            ----------  ----------  ----------
Net income attributable to common
 shareholders............................. $    4,853  $      252  $    6,075
                                            ==========  ==========  ==========
Net income per common share:
  Basic................................... $     0.35  $     0.02  $     0.60
                                            ==========  ==========  ==========
  Diluted................................. $     0.35  $     0.02  $     0.58
                                            ==========  ==========  ==========
Shares used in calculating net income per
 common share:
  Basic...................................     13,703      10,800      10,113
                                            ==========  ==========  ==========
  Diluted.................................     14,013      11,168      10,528
                                            ==========  ==========  ==========`

See accompanying notes.

---

**CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIENCY**
(in thousands, except for per share data)

`New Class B
                                         Common Stock         Common Stock   Additional
                                   -------------------- -------------------   Paid-in    Accumulated
                                     Shares     Amount   Shares     Amount    Capital     Deficit    Total
                                   -----------  ------- ---------  --------  ----------  ---------  --------
Balances at December 28, 1997.....  9,730,285  $    97   269,600  $      3  $  113,290  $(130,230) $(16,840)
 Issuance of common stock.........    157,059        2        --       --           59          --       61
 Exercise of employee stock
  options.........................    346,100        3        --       --          112          --      115
 Exercise of nonemployee stock
  options.........                    235,229        3        --       --          122          --      125
 Preferred stock accretion........         --      --         --       --       (4,478)         --   (4,478)
 Other............................         --      --         --       --           25          --       25
 Net income.......................         --      --         --       --          --      10,553    10,553
                                   -----------  ------- ---------  --------  ----------  ---------  --------
Balances at January 3, 1999....... 10,468,673      105   269,600         3     109,130   (119,677)  (10,439)
 Exercise of employee stock
  options.........................    158,297        1        --       --          135          --      136
 Tax benefit from employee
  stock option exercises..........         --      --         --       --          222          --      222
 Conversion of New Class B to
  common stock....................    269,600        3  (269,600)       (3)        --           --       --
 Preferred stock accretion........         --      --         --       --       (5,147)         --   (5,147)
 Net income.......................         --      --         --       --          --       5,399     5,399
                                   -----------  ------- ---------  --------  ----------  ---------  --------
Balances at January 2, 2000....... 10,896,570      109        --       --      104,340   (114,278)   (9,829)
 Exercise of employee stock
  options.........................    111,583        1        --       --           49          --       50
 Issuance of common stock, net
  of issuance costs of $7,594.....  5,300,000       53        --       --       71,853          --   71,906
 Conversion of preferred stock
  into common stock...............  1,580,938       16        --       --       23,698          --   23,714
 Compensation expense from stock
  option exercise, net.............        --      --         --       --        1,624          --    1,624
 Preferred stock accretion........         --      --         --       --       (3,512)         --   (3,512)
 Net income.......................         --      --         --       --        --         8,365     8,365
                                   -----------  ------- ---------  --------  ----------  ---------  --------
Balances at December 31, 2000..... 17,889,091  $   179        --  $    --   $  198,052  $(105,913) $ 92,318
                                   ===========  ======= =========  ========  ==========  =========  ========`

See accompanying notes.

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**CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

       Years ended December 31, 2000, January 2, 2000 and January 3, 1999**
(in thousands)

`2000      1999      1998
                                                   --------  --------  --------
Operating activities:
Net income....................................... $  8,365  $  5,399  $ 10,553
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization..................    9,568     8,086     7,300
  Amortization of bank fees......................        --      148       243
  Net loss on sale of assets.....................        --        --      118
  Bank financing fees ...........................        --      998         --
  Minority interest in limited partnerships......       38         --       46
  Loss on impairment of property and equipment...
   equipment and restaurant closures.............    1,839       200        85
  Non-recurring compensation charge..............    1,949         --        --
  Change in deferred tax asset...................   (1,199)    1,348    (6,102)
  Changes in operating assets and liabilities:
    Trade accounts receivable....................      370       588        28
    Inventories..................................     (388)      (31)      142
    Prepaid expenses and other assets............     (795)   (1,493)     (525)
    Accounts payable.............................     (204)     (924)     (102)
    Accrued liabilities..........................    2,962      (355)    2,876
    Other liabilities............................    1,108      (361)      346
                                                   --------  --------  --------
Net cash provided by operating activities........   23,613    13,603    15,008
                                                   --------  --------  --------
Investing activities:
Capital expenditures.............................  (24,696)  (17,318)   (7,517)
Proceeds from sale of property and equipment.....        --       12     2,490
Distribution from limited partnership............        --        --       50
                                                   --------  --------  --------
Net cash used in investing activities............  (24,696)  (17,306)   (4,977)
                                                   --------  --------  --------
Financing activities:
Proceeds from long-term debt.....................        --   25,000         --
Payments on long-term debt.......................  (40,038)  (45,300)   (1,772)
Proceeds from revolving line of credit...........        --   15,000         --
Net proceeds from issuance of common stock.......   71,956       136       864
Payment related to variable accounting charge....     (325)        --        --
Redemption of preferred stock....................  (23,719)        --        --
Restructuring related expenses...................        --        --      (25)
                                                   --------  --------  --------
Net cash provided by (used in) financing activiti    7,874    (5,164)     (933)
                                                   --------  --------  --------
Net increase (decrease) in cash and cash
 equivalents.....................................    6,791    (8,867)    9,098
Cash and cash equivalents at beginning of year...    5,686    14,553     5,455
Cash from consolidation of investment
   in limited partnership........................      172         --        --
                                                   --------  --------  --------
Cash and cash equivalents at end of year......... $ 12,649  $  5,686  $ 14,553
                                                   ========  ========  ========
Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Interest..................................... $  2,037  $  3,640  $  4,552
    Income taxes................................. $  4,673  $  1,303  $    575`

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Years ended December 31, 2000, January 2, 2000 and January
3, 1999

(in thousands, except for share data)

Supplemental disclosure of noncash financing activities:

During the fiscal year ended December 31, 2000, the
Company began consolidating its limited partnership restaurant.  Assets and
liabilities acquired upon consolidation, excluding cash, were $35 and $102,
respectively.

On August 7, 2000, the Company redeemed all outstanding
shares of preferred stock at its liquidation value of $47,433 for a right to
receive cash of $23,719 and 1,580,938 shares of common stock.

During the fiscal year ended January 3, 1999, certain
employees and nonemployees exercised stock options. Compensation expense
incurred by the Company related to the option exercises was approximately $123.



See accompanying notes.

---

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2000, January 2, 2000 and January 3, 1999
(in thousands, except for share and per share data)

1. Description of Business

#### Nature of Business

As of December 31, 2000, California Pizza Kitchen,
Inc. and its wholly owned subsidiaries (the "Company") owns, operates, licenses
or franchises 113 restaurants under the names California Pizza Kitchen and
California Pizza Kitchen ASAP in 22 states, the District of Columbia, Guam and
three foreign countries, of which 82 are company-owned and 31 operate under
franchise or license arrangements.

The Company manages its operations by restaurant. The Company
has aggregated its operations to one reportable segment.

2. Summary of Accounting Policies

#### Principles of Consolidation

The accompanying consolidated financial statements
include the accounts of California Pizza Kitchen, Inc. and its wholly owned
subsidiaries. In addition, the Company was a general partner in two limited
partnerships which were formed to operate two restaurants in Chicago of which
one was closed in December 1999. In January 2000, the Company acquired a
majority interest in its remaining limited partnership restaurant.  As such,
beginning January 3, 2000, the Company consolidated the financial statements of
the limited partnership with its own financial statements.  Prior to fiscal 2000
the Company accounted for its ownership in the limited partnerships (which are
not material) under the equity method of accounting.  All significant
intercompany balances and transactions have been eliminated.

#### Fiscal Year End

The Company's fiscal year ends on the Sunday closest
to December 31. The Company's fiscal years ended December 31, 2000, January 2,
2000 and January 3, 1999, covered 52, 52 and 53 weeks, respectively. For
purposes of the accompanying consolidated financial statements, the years ended
December 31, 2000, January 2, 2000 and January 3, 1999 may be referred to as the
fiscal years 2000, 1999 and 1998, respectively.

The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.

#### Cash and Cash Equivalents

The Company considers all highly liquid investments
with maturities of three months or less when purchased to be cash equivalents.
The Company places its cash deposits with highly qualified financial
institutions.

Inventories

Inventories consist of food and beverage, uniforms
and supplies. Inventories are stated at the lower of cost (first-in, first-out
method) or market.

Property and Equipment

Property and equipment is recorded at cost.
Property and equipment is depreciated over the assets' estimated useful lives
using the straight-line method. Leasehold improvements are amortized using the
straight-line method over the estimated useful life of the asset or the term of
the related lease, whichever is shorter. The lives for furniture, fixtures, and
equipment are ten years. The lives for buildings and leasehold improvements are
the shorter of ten to 20 years or the term of the related operating lease.

#### Liquor Licenses

Transferable liquor licenses, included in other
long-term assets, which have a market value are carried at cost and are not
amortized.

#### Gift Certificates

The Company sells gift certificates and recognizes
deferred revenue, included in accrued liabilities, for gift certificates
outstanding until the gift certificates are redeemed.

#### Restaurant and Franchise Revenues

Revenues from the operation of Company-owned
restaurants are recognized when sales occur. All fees from franchised operations
are included in revenue as earned. Royalty fees are based on franchised
restaurants' revenues and are recorded by the Company in the period the related
franchised restaurants' revenues are earned.

#### Advertising Costs

The Company expenses advertising costs as incurred.
Advertising expenses totaled $2,226 in fiscal 2000, $2,100 in fiscal 1999 and
$2,495 in fiscal 1998.

#### Pre-opening Costs

The Company follows Statement of Position (SOP) 98-
5, "Reporting on the Costs of Start-up Activities," which was issued by the
Accounting Standards Executive Committee and provides guidance on the financial
reporting of the start-up costs and organization costs. The SOP requires costs
of start-up activities and organization costs to be expensed as incurred.

#### Earnings Per Share

The Company calculates net income per share in
accordance with SFAS No. 128, "Earnings Per Share".  Basic EPS is computed
by dividing net income or loss attributable to common shareholders by the
weighted average of common shares outstanding for the period. Diluted EPS
reflects the potential dilution that could occur if securities or other
contracts to issue common stock (convertible preferred stock, warrants to
purchase common stock and common stock options using the treasury stock method)
were exercised or converted into common stock. Potential common shares in the
diluted EPS computation are excluded where their effect would be antidilutive.

#### Fair Value of Financial Instruments

The fair values of the Company's cash and cash
equivalents, trade accounts receivable, accounts payable and all other current
liabilities approximate the carrying values because of the short maturities of
these instruments.

The fair value of the Company's long-term debt approximates
the carrying value based on current rates available to the Company for debt with
comparable terms.

#### Concentrations of Credit Risk

Financial instruments that potentially subject the
Company to concentrations of credit risk, consist primarily of cash and cash
equivalents. The Company places its cash and cash equivalents with high quality
financial institutions. At times, balances in the Company's cash accounts may
exceed the Federal Deposit Insurance Corporation (FDIC) limit.

The Company maintains a food distribution contract with its
sole master distributor, Meadowbrook Meat Company, Inc., that potentially
subjects the Company to a concentration of business risk.  This contract expires
in June 2001.  Management of the Company believes it will be able to negotiate a
similarly-priced contract with either its current sole master distributor or
another distributor.

3. Property and Equipment

Property and equipment consists of the following at
December 31, 2000 and January 2, 2000:

`2000        1999
                                                    ----------  ----------
   Land........................................... $    5,786  $    5,786
   Buildings......................................      8,908       7,965
   Furniture, fixtures and equipment..............     53,076      47,030
   Leasehold improvements.........................     80,917      68,845
   Construction in progress.......................      3,975       1,120
                                                    ----------  ----------
                                                      152,662     130,746
   Less accumulated depreciation and amortization.     61,518      52,698
                                                    ----------  ----------
                                                   $   91,144  $   78,048
                                                    ==========  ==========`



The Company on an annual basis reviews the carrying
value of long-lived assets in accordance with SFAS No. 121, "Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," on
a restaurant by restaurant basis. In accordance with SFAS No. 121, the Company
recognizes the impairment of certain property and equipment by reducing the
carrying value of the assets to the estimated fair value based on discounted
cash flows of each under-performing restaurant. The Company increased
accumulated depreciation and amortization and recorded a loss on impairment of
property and equipment in the amount of $1,839 at December 31, 2000.  In fiscal
1999, the Company replaced all of its point of sales system and thus expensed
$200 related to the disposal.

4. Long-term Debt

Long-term debt consists of the following at December
31, 2000 and January 2, 2000:

`2000        1999
                                                    ----------  ----------
   Term Loan...................................... $      --   $   25,000
   Revolving Note.................................        --       15,000
   10% note payable due November 2001.............         47          85
                                                    ----------  ----------
                                                           47      40,085
   Less current maturities........................         47       1,537
                                                    ----------  ----------
                                                   $      --   $   38,548
                                                    ==========  ==========`

As of January 2, 2000, the Company had a credit facility
consisting of a $25,000 term loan and a $25,000 revolving note. In connection
with entering into the credit facility during 1999, the Company wrote-off $998
of deferred bank financing costs related to the prior credit agreement.

Upon completion of the Company's initial public offering in
August, the Company repaid all borrowings outstanding under the term loan and
revolving note.  On December 15, 2000, the Company replaced its 1999 credit
agreement with a $20,000 revolving line of credit with Bank of America, N.A., of
which zero is outstanding as of December 31, 2000.  The new credit line bears
interest at either the bank base rate minus 0.75% or LIBOR plus 1.0% and expires
on June 30, 2004.  The terms of the credit facility include financial covenants
which the Company was in compliance with as of December 31, 2000. Interest
expense for all loans totaled $1,881 and $3,722 for the years ended December 31,
2000 and January 2, 2000, respectively.  The new credit agreement provides for
the issuance of letters of credit, which reduce the availability under the
revolving line. Letters of credit outstanding in connection with various
insurance programs totaled $420 and $755 at December 31, 2000 and January 2,
2000, respectively.

``

5. Income Taxes

The details of the benefit (provision) for income
taxes for the years 2000, 1999 and 1998 are set forth below:

`2000        1999         1998
                                                 ----------  -----------  ----------
   Current:
     Federal................................... $   (4,775) $    (1,052) $     (576)
     State.....................................       (829)        (372)       (387)
                                                 ----------  -----------  ----------
                                                    (5,604)      (1,424)       (963)
                                                 ----------  -----------  ----------
   Deferred:
     Federal...................................        997       (1,151)      5,335
     State.....................................        103         (197)        767
                                                 ----------  -----------  ----------
                                                     1,100       (1,348)      6,102
                                                 ----------  -----------  ----------
                                                $   (4,504) $    (2,772) $    5,139
                                                 ==========  ===========  ==========`

The income tax benefit (provision) differs from the federal
statutory rate because of the effect of the following items for the fiscal years
2000, 1999 and 1998:

`2000        1999         1998
                                                 ----------  -----------  ----------
   Statutory rate..............................      (35.0)%      (34.0)%     (34.0)%
   State income taxes, net of federal benefit..       (4.2)        (4.5)       (4.5)
   General business and tip tax credit.........        7.2          4.9         5.2
   Other.......................................       (3.0)        (0.3)        --
   Valuation allowance.........................        --          --         128.2
                                                 ----------  -----------  ----------
                                                     (35.0)%      (33.9)%      94.9 %
                                                 ==========  ===========  ==========`



Deferred income taxes reflect the net tax effects of
temporary differences between the carrying value of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's net deferred tax asset at December 31,
2000 and January 2, 2000 consist of the following:

`2000         1999
                                                             -----------  ----------
   Deferred tax assets:
     Asset impairment reserves............................. $     3,321  $    2,665
     Insurance reserves....................................         246         396
     Vacation reserves.....................................         470         439
     Other accruals........................................         651         810
     Tax credits...........................................         290         275
     Accrued rent..........................................         555         544
     Book depreciation over tax depreciation...............         420         --
   Deferred tax liabilities:
     Tax depreciation over book depreciation...............        --          (375)
                                                             -----------  ----------
       Net deferred tax asset.............................. $     5,953  $    4,754
                                                             ===========  ==========`

6. Preferred Stock

Prior to the closing of the initial public offering
in August 2000, the Company had 10,151,771 shares of Series A 12 1/2% Cumulative
Compounding Preferred Stock issued and outstanding and 10,151,771 shares of
Series B 13 1/2% Cumulative Compounding Preferred Stock issued and outstanding.
The Series A Preferred Stock is entitled to receive cash dividends of $0.2387
per share per annum and all dividends are cumulative, whether or not declared,
and are payable annually in arrears. Unpaid dividends accrue interest at 14.5%
annually. The Series B Preferred Stock is entitled to receive cash dividends of
$0.1983 per share per annum and all dividends are cumulative, whether or not
declared, and are payable annually in arrears. Unpaid dividends accrue interest
at 15.5% annually. The accretion on the Preferred Stock related to the unpaid
dividends is reflected in the consolidated statement of shareholders' equity
(deficiency) as a reduction of additional paid-in capital and an increase in the
preferred stock book value.

Upon closing of the Company's initial public offering in
August 2000, all shares of Series A 12 1/2% Cumulative Compounding Preferred
Stock and Series B 13 1/2% Cumulative Compounding Preferred Stock plus the
accrued but unpaid dividends were automatically converted into a right to
receive cash of $23,719 and 1,580,938 shares of common stock.  Upon conversion
of the preferred stock all other rights previously assigned ceased.

7. Shareholders' Equity (Deficiency)

The Company completed its initial public offering on
August 7, 2000.  The offering resulted in the issuance of 5,300,000 shares of
common stock at $15.00 per share, resulting in net proceeds to the Company of
$71,906.

The Company sold 157,059 shares of common stock during the
year ended January 3, 1999 at their estimated fair value.

On November 30, 1999, the shareholder of New Class B Common
Stock converted all of its shares into 269,600 shares of Common Stock.

8. Common Stock Option Plans

In 1998, the Company adopted the 1998 Stock Based
Incentive Compensation Plan ("1998 Plan"). The 1998 Plan allows for the Company
to reward, retain and attract valued employees, directors and independent
contractors. In fiscal 2000 the Company increased the amount of shares reserved
under the 1998 Plan for future awards from 2,000,000 shares to 2,500,000 shares.
Options under the 1998 Plan may be either nonqualified options or incentive
stock options. Nonqualified options may be granted at prices determined by the
Company's Board of Directors. Incentive stock options may be granted at not less
than 100% of fair value on the date of grant for employees owning 10% or less of
the Company's stock and at not less than 110% for employees owning more than 10%
of the Company's stock. The terms governing the exercise of options and direct
stock bonuses are determined by the Company's Board of Directors.

Shares subject to option under the Plans were as follows:

`Weighted
                                                                  Average
                                                                  Exercise
                                                      Shares       Price
                                                    -----------  ----------



   Outstanding at December 28, 1997................     38,983  $    13.24

   Granted.........................................  1,124,934        0.92
   Exercised.......................................   (581,329)       0.33
   Canceled........................................    (25,634)      13.18
                                                    -----------
   Outstanding at January 3, 1999..................    556,954        1.86
   Granted.........................................    274,500        8.44
   Exercised.......................................   (158,297)       0.86
   Canceled........................................       --            --
                                                    -----------
   Outstanding at January 2, 2000..................    673,157        4.78
   Granted.........................................    503,500       14.83
   Exercised.......................................   (111,583)       0.45
   Canceled........................................    (18,452)       6.46
                                                    -----------
   Outstanding at December 31, 2000................  1,046,622  $    10.05
                                                    ===========`

The following table summarizes information regarding options
outstanding and options  exercisable at December 31, 2000:

`Weighted                 Number
                                 Average    Weighted  Exercisable   Weighted
                      Number    Remaining    Average     as of       Average
     Range of           of     Contractual  Exercise  December 31,  Exercise
  Exercise Prices     Shares      Life        Price       2000        Price
------------------- ---------- -----------  --------- ------------  ---------
$2.50..............   266,250        7.64  $    2.50      117,500  $    2.50
 6.54--9.26........   284,500        8.75       8.48       69,245       8.44
 15.00.............   495,872        7.59      15.00       10,372      15.00
                    ----------                        ------------
                    1,046,622        7.92  $   10.05      197,117  $    5.25
                    ==========                        ============`



Options available for future grant totaled 615,066 and
600,566 shares at December 31, 2000 and January 2, 2000, respectively.

On August 2, 2000 in connection with the Company's initial
public offering, options to purchase 110,696 shares of common stock were
exercised.  These options required the Company to reimburse 20% of the taxable
gain incurred upon exercise to the employee.  As a result, the Company incurred
a variable plan accounting charge of $1,949 in accordance with Accounting
Principles Board Opinion No. 25 representing the difference between the fair
value of the stock at the time of exercise and the option strike price plus the
20% tax reimbursement.

During the year ended January 3, 1999, certain employees
exercised stock options, which required the recording of compensation expense.
Additionally, two non-employees exercised options during 1998, which have been
accounted for in accordance with SFAS No. 123. These options were valued at the
date of grant and their value was recorded as general and administrative expense
in the consolidated statement of income. The Company recognized compensation
expense of approximately $123 related to the exercise of employee and non-
employee stock options and received total proceeds of $240.

The Company has elected to follow APB No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations in accounting for its
employee stock options because, as discussed below, the alternative fair value
accounting provided for under SFAS No. 123, "Accounting for Stock Based
Compensation," requires use of option valuation models that were not developed
for use in valuing employee stock options. Under APB No. 25, because the
exercise price of the Company's employee stock options equals or exceeds the
fair value of the underlying stock on the date of grant, no compensation expense
is recognized.

Pro forma information regarding net income is required by
SFAS No. 123, which also requires that the information be determined as if the
Company has accounted for its employee stock options granted subsequent to
December 31, 1994, under the fair value method of that Statement. The fair value
of these options was estimated at the date of grant using a Black-Scholes option
pricing model with the following assumptions for the fiscal years ended 2000,
1999 and 1998.

`2000       1999      1998
                                               ---------  --------  --------

   Risk free interest rate...................      5.20 %    5.43 %    5.12 %
   Expected lives (in years).................      5.00      5.00      5.00
   Dividend yield............................      0.00 %    0.00 %    0.00 %
   Expected volatility.......................      0.35 %    0.00 %    0.00 %`



The Black-Scholes option valuation model was developed for
use in estimating the fair value of the traded options which have no vesting
restrictions and are usually transferable. In addition, option valuation models
require the input of highly subjective assumptions, including the expected stock
price and expected volatility. Because the Company's employee stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
estimate of fair value, in management's opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of its employee
stock options.

For purposes of pro forma disclosures, the estimated fair
value of the options is amortized to expense over the options' vesting period.
Under SFAS No. 123, the Company would have incurred an additional compensation
expense of $515, $92 and $60 for the fiscal years 2000, 1999 and 1998,
respectively.  As a result, diluted earnings per share would have been reduced
by $0.02 and $0.01 for 2000 and 1999, respectively.  SFAS No. 123 would have had
no impact on diluted earnings per share for 1998.

9. Net Income Per Share

Reconciliation of basic and diluted net income per
share in accordance with SFAS No. 128 for the fiscal years ended December 31,
2000, January 2, 2000 and January 3, 1999 is as follows:

`2000       1999      1998
                                               ---------  --------  --------
Numerator for basic and diluted net income
 per share attributable to common
 shareholders................................     4,853       252     6,075
                                               =========  ========  ========
Denominator (in thousands):
  Denominator for basic net income per
   share--weighted average shares............    13,703    10,800    10,113
  Employee stock options.....................       310       368       415
                                               ---------  --------  --------
  Denominator for diluted net income per
   share--weighted average shares............    14,013    11,168    10,528
                                               =========  ========  ========`



10. Commitments and Contingencies

Commitments

The Company leases certain restaurant facilities and its
corporate headquarters under noncancelable operating leases with terms ranging
from five to 20 years. The restaurant leases generally require payment of
contingent rental based on a percentage of sales and require payment of various
expenses incidental to the use of property. Rent expense on all operating leases
approximated $12,234 for fiscal 2000, $10,719 for fiscal 1999 and $9,234 for
fiscal 1998, including contingent rental expense of $924, $615 and $654 for the
fiscal years 2000, 1999 and 1998, respectively. Most leases contain renewal
options and may be subject to periodic adjustments for inflation and scheduled
escalations.

The aggregate future minimum annual lease payments under
noncancelable operating leases for the fiscal year end December 31, 2000 are as
follows:

`Fiscal year ending:
     2001.................................... $  11,435
     2002....................................    12,122
     2003....................................    11,759
     2004....................................    11,696
     2005....................................    11,619
     Thereafter..............................    66,201
                                               ---------
                                              $ 124,832
                                               =========`



Contingencies

The Company is one of the defendants to a lawsuit filed
on March 11, 1998 in the 152nd Judicial District Court of Harris County, Texas,
brought by The Chair King, Inc., as the named plaintiff in a class action suit
under the Telephone Consumer Protection Act of 1991. This lawsuit alleges that
the Company sent 8,200 faxes in violation of the federal act that requires the
recipient's consent prior to sending an unsolicited fax. The federal act
provides for minimum damages of $500 per fax received by a plaintiff with the
possibility for an additional $1,000 per fax if the plaintiff can prove that the
defendant knowingly violated the law. Although not currently so certified, if
the plaintiff is able to achieve class certification, the Company could
potentially be liable for significant amounts, including the amounts claimed by
plaintiff of $4.1 million in regular damages, and $8.2 million in additional
damages. Management of the Company believes it will prevail on this claim
because the plaintiffs have been unable thus far to produce evidence that any
faxes were actually sent by the Company or on its behalf, or that the agent that
the Company employed to send the faxes did so without obtaining the necessary
consents. The Company filed for and successfully obtained summary judgment in
this matter on March 7, 2000. The plaintiffs subsequently filed for appeal to
the Texas appeals courts. On August 31, 2000, the presiding judge of the appeals
court ordered the lawsuit to mediation, which is currently on-going.

On December 13, 2000, one of the Company's former kitchen
managers filed a class action complaint in Los Angeles County Superior Court.
This complaint alleges that approximately 70 kitchen managers were improperly
denied overtime compensation for more than eight hours of work per day and/or
more than 40 hours of work per week in violation of California law.  The Company
intends to vigorously defend against this suit; however, if the plaintiff is
able to achieve class certification and prevails on the merits of the case, the
Company could potentially be liable for significant amounts.  Although the
Company has not had the opportunity to fully investigate the claims stated in
the complaint, the management of the Company believes that the putative class
members were performing exempt management work and were therefore not entitled
to receive overtime compensation.

The Company is also subject to certain legal actions which
have arisen in the ordinary course of business.  The Company is vigorously
defending these claims, and in the opinion of management, the outcome of these
matters will not have a material effect on the Company's financial position and
results of operations.

11. Employee Benefit Plans

In January 1994, the Company established a defined
contribution plan for certain qualified employees as defined. Participants may
contribute from 1% to 15% of pretax compensation, subject to certain limitation.
The plan provides for certain discretionary contributions by the Company. The
Company has recorded contribution expense of $216, $200 and $0 for fiscal 2000,
1999 and 1998, respectively.  The contributions are made subsequent to each
fiscal year end.

In November 1999, the Company adopted an employee stock
purchase plan (Purchase Plan) under Section 423 of the Internal Revenue Code of
1986 which became effective with the initial public offering in August 2000 and
reserved 375,000 shares for issuance thereunder.  The Purchase Plan allows
eligible employees to purchase common stock at a discount, but only through
payroll deductions, during concurrent 24 month offering periods.  Each offering
period will be divided into four consecutive 6 month purchase periods.  The
price at which the stock is purchased under the Purchase Plan is equal to 85% of
the lower of the fair market value of the common stock on the first day of the
offering period and the fair market value of the common stock on the last day of
the purchase period.  There were no purchases under the Purchase Plan in
2000.

12. Related Party Transactions

In connection with the Company's initial public
offering, the Company's Chief Executive Officer exercised options to purchase
110,696 shares of common stock.  Under the agreement granting these options, the
Company was required to pay an amount equal to 20% of the gain recognized by the
Chief Executive Officer for federal income tax purposes, which was $325.  In
addition, the Company loaned its Chief Executive Officer $586, which is equal to
the difference between the cash payment and the total income tax liability he
incurred as a result of this exercise.  The full recourse promissory note bears
interest at 8.5% and is due two years after the date of exercise.  The loan
amount of $586 is included in other assets.

On September 29, 1999 the Company loaned its Chief Financial
Officer and Chief Operating Officer $96 and $71, respectively, to enable them to
pay the taxes resulting from their exercise of options to purchase shares of
common stock.  The loans are supported by full recourse promissory notes which
bears interest at 7.5% per annum.  As of December 31, 2000, the amounts
outstanding on these loans totaled $120 and are included in other assets.
Subsequent to year-end, both of these notes were paid in full.

13. Quarterly Financial Data (Unaudited)

Summarized unaudited quarterly financial data (in
thousands, except net income (loss) per share) for fiscal 2000 and 1999 was as
follows:

`Quarter Ended:                                   Apr 2, 2000 July 2, 2000 Oct 1, 2000 Dec 31, 2000
                                                 ----------  -----------  ----------  -----------

   Total revenues.............................. $   48,266  $    52,639  $   54,969  $    54,930
   Income from operations...................... $    1,985  $     2,420  $    5,047  $     4,829
   Net income.................................. $      796  $     1,092  $    3,190  $     3,287
   Preferred stock accretion................... $    1,458  $     1,472  $      582  $       --
   Net income (loss)  attributable
    to common shareholders..................... $     (662) $      (380) $    2,608  $     3,287
   Diluted net income (loss) per share
     attributable to common shareholders....... $    (0.06) $     (0.04) $     0.17  $     (0.18)


Quarter Ended:                                   Apr 4, 1999 July 4, 1999 Oct 3, 1999 Jan 2, 2000
                                                 ----------  -----------  ----------  -----------

   Total revenues.............................. $   41,934  $    44,127  $   46,874  $    46,258
   Income from operations...................... $    2,763  $     3,230  $    3,564  $     3,027
   Net income.................................. $    1,184  $     1,533  $    1,770  $       912
   Preferred stock accretion................... $    1,259  $     1,296  $    1,296  $     1,296
   Net income (loss)  attributable
    to common shareholders..................... $      (75) $       237  $      474  $      (384)
   Diluted net income (loss) per share
     attributable to common shareholders....... $    (0.01) $      0.02  $     0.04  $     (0.03)`

#### 

14. Subsequent Events

On February 13, 2001 the Company completed a
secondary offering for 4,400,000 shares of common stock, of which 200,000 shares
were sold by the Company and 4,200,000 shares were sold by selling shareholders.
The shares were sold at a price of $25.94 per share, resulting in net proceeds
to the Company of approximately $4,400.





ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
  ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

See the information set forth in the sections
entitled "Proposal No. 1--Election of Directors," "Executive Compensation
and Other Matters" and "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's Proxy Statement for the 2000 annual meeting of
stockholders to be filed with the Securities and Exchange Commission within 120
days after the end of the fiscal year ended December 31, 2000 (the "2000 Proxy
Statement"), which is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

See the information set forth in the section
entitled "Executive Compensation and Other Matters" in the 2000 Proxy Statement,
which is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
   MANAGEMENT

See the information set forth in the section
entitled "Security Ownership of Certain Beneficial Owners and Management" in the
2000 Proxy Statement, which is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See the information set forth in the sections
entitled "Certain Relationships and Related Transactions" and "Compensation
Committee Interlocks and Insider Participation" in the 2000 Proxy Statement,
which is incorporated herein by reference.



PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
 FORM 8-K

(a) 1. FINANCIAL STATEMENTS

See Item 8 of this Form 10-K.

2. FINANCIAL STATEMENT SCHEDULES

All schedules have been omitted as they are either not
required, not applicable, or the information has otherwise been shown in the
consolidated financial statements or notes thereafter.

3. EXHIBITS

The exhibits listed on the accompanying index to exhibits
immediately following the financial statement schedule are filed as part of, or
incorporated by reference into, this Form 10-K.

EXHIBIT INDEX



|Exhibit Number | Description                                                                                                                                                                                                                                               
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(B)         | Amended and Restated Articles of Incorporation, and amendments thereto                                                                                                                                                                                    
|3.2(A)         | Amended and Restated Bylaws                                                                                                                                                                                                                               
|4.1(A)         | Specimen Common Stock Certificate                                                                                                                                                                                                                         
|4.2(A)         | Registration Rights Agreement dated September 30, 1997                                                                                                                                                                                                    
|10.1(A)        | Memorandum of Understanding Regarding Form of Agreement between Host Marriott
Services and California Pizza Kitchen, Inc. dated May 12, 1998                                                                                                              
|10.2(A)        | Credit Agreement by and among California Pizza Kitchen, Inc. and Bank Of
America, N.A., as Administrative Agent and Issuing Lender, Bankers Trust
Company, as Documentation Agent, and each lender from time to time party
thereto, dated October 29, 1999
|10.3(A)        | Security Agreement by and among California Pizza Kitchen, Inc., CPK
Management Company, California Pizza Kitchen of Illinois, Inc. and Bank of
America, N.A. dated October 29, 1999                                                                       
|10.4(A)        | Supplemental Security Agreement (Trademarks) by and between CPK Management
Company and Bank of America, N.A. dated October 29, 1999                                                                                                                       
|10.5(A)        | Pledge Agreement by and among California Pizza Kitchen, Inc., California
Pizza Kitchen of Illinois, Inc., H.G. Carrington, Jr., Gregory S. Levin and Bank
of America, N.A. dated October 29, 1999                                                         
|10.6(A)        | Master Subsidiary Guaranty issued to Bank of America, N.A. by CPK Management
Company and California Pizza Kitchen of Illinois, Inc. dated October 29, 1999                                                                                                
|10.7(A)        | Third Amended and Restated Employment Agreement of Richard L. Rosenfield
dated July 6, 2000                                                                                                                                                               
|10.8(A)        | Third Amended and Restated Employment Agreement of Larry S. Flax dated July
6, 2000                                                                                                                                                                       
|10.9(A)        | Severance Agreement between Frederick R. Hipp and California Pizza Kitchen,
Inc. dated March 31, 1998                                                                                                                                                     
|10.10(A)       | Severance Agreement between H.G. Carrington, Jr. and California Pizza
Kitchen, Inc. dated May 4, 1998                                                                                                                                                     
|10.11(A)       | Severance Agreement between Frederick F. Wolfe and California Pizza Kitchen,
Inc. dated November [sic], 1999                                                                                                                                              
|10.12(A)       | Severance Agreement between Tom N. Jenneman and California Pizza Kitchen,
Inc. dated November [sic], 1999                                                                                                                                                 
|10.13(A)       | California Pizza Kitchen, Inc. Employee Stock Purchase Plan adopted on
November 2, 1999, as amended on June 23, 2000                                                                                                                                      
|10.14(A)       | California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan
adopted February 5, 1998, as amended on July 21, 1998 and November 2, 1999 and
forms of stock option agreement thereunder                                                     
|10.15(A)       | California Pizza Kitchen, Inc. Non-Qualified Stock Option Agreements between
California Pizza Kitchen, Inc. and Frederick R. Hipp dated March 31, 1998                                                                                                    
|10.16(A)       | Promissory Note between California Pizza Kitchen, Inc. and H.G. Carrington,
Jr. dated September 28, 1999                                                                                                                                                  
|10.17(A)       | Promissory Note between California Pizza Kitchen, Inc. and Frederick F. Wolfe
dated September 28, 1999                                                                                                                                                    
|10.18(A)       | Securities Holders Agreement dated as of September 30, 1997 among California
Pizza Kitchen, Inc., Bruckmann, Rosser, Sherrill & Co., L.P., Richard L.
Rosenfield, Larry S. Flax and the additional investors named therein, as amended
on June 30, 2000   
|10.19(A)       | Share Repurchase Agreement dated as of July 27, 2000 by and between
California Pizza Kitchen, Inc. and Bruckmann, Rosser, Sherrill & Co., L.P.                                                                                                            
|10.20(B)       | Promissory Note between California Pizza Kitchen, Inc. and Frederick R. Hipp
dated August 2, 2000                                                                                                                                                         
|10.21(B)       | Termination Agreement dated as of July 31, 2000 by and among California Pizza
Kitchen, Inc., Bruckmann Rosser, Sherrill & Co., L.P., Richard L.
Rosenfield, Larry S. Flax and the additional investors named therein                                      
|10.22(B)       | Credit Agreement by and between California Pizza Kitchen, Inc. and Bank Of
America, N.A., dated December 15, 2000                                                                                                                                         
|10.23(B)       | Master Subsidiary Guaranty issued to Bank of America, N.A. by CPK Management
Company and California Pizza Kitchen of Illinois, Inc. dated December 15, 2000                                                                                               
|21.1(B)        | Subsidiaries of California Pizza Kitchen, Inc.                                                                                                                                                                                                            
|23.1           | Consent of Ernst & Young LLP                                                                                                                                                                                                                              

--------

1. Incorporated by reference to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-37778).
2. Incorporated by reference to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-53088).

(b) REPORTS ON FORM 8-K

The following reports on Form 8-K were filed during the
quarter ended December 31, 2000:

|Item Numbers | Description                                                                                                                                                                                                                                                                                   | Filing Date      
|------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------
|5            | On November 14, 2000, the Board of Directors of California Pizza Kitchen,
Inc. elected Charles G. Phillips to fill the vacancy on the Company's Board. Mr.
Phillips will act as the Company's third independent director and has also been
elected to serve on the Company's Audit Committee. | November 22, 2000



---







---















SIGNATURES

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

Dated: March 22, 2001



| |                               
| | ------------------------------
| | California Pizza Kitchen, Inc.



| |     |                      
| | --- | ---------------------
| | By: | /s/ Frederick R. Hipp

| |                                                                                 
| | --------------------------------------------------------------------------------
| |                                                                                 
| | Frederick R. Hipp                                                               
| | Chief Executive Officer,
                                 President and Director

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Signature                                        | Title                                                                         | Date          
|------------------------------------------------ | ----------------------------------------------------------------------------- | --------------
|/s/ Larry S. Flax 
Larry S. Flax                 | Co-Chairman of the Board and Director                                         | March 22, 2001
|/s/ Richard L. Rosenfield 
Richard L. Rosenfield | Co-Chairman of the Board and Director                                         | March 22, 2001
|/s/ Frederick R. Hipp 
Frederick R. Hipp         | Chief Executive Officer, President and Director
(Principal Executive Officer) | March 22, 2001
|/s/ Harold O. Rosser 
Harold O. Rosser           | Director                                                                      | March 22, 2001
|/s/ Bruce C. Bruckmann 
Bruce C. Bruckmann       | Director                                                                      | March 22, 2001
|/s/ Fortunato N. Valenti 
Fortunato N. Valenti   | Director                                                                      | March 22, 2001
|/s/ Charles G. Phillips 
Charles G. Phillips     | Director                                                                      | March 22, 2001
|/s/ H.G. Carrington, Jr. 
H.G. Carrington, Jr.   | Executive Vice President and Chief Financial Officer                          | March 22, 2001
|/s/ Gregory S. Levin 
Gregory S. Levin           | Vice President, Controller and Chief Accounting Officer                       | March 22, 2001



---



EXHIBIT INDEX



|Exhibit Number | Description                                                                                                                                                                                                                                               
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(B)         | Amended and Restated Articles of Incorporation, and amendments thereto                                                                                                                                                                                    
|3.2(A)         | Amended and Restated Bylaws                                                                                                                                                                                                                               
|4.1(A)         | Specimen Common Stock Certificate                                                                                                                                                                                                                         
|4.2(A)         | Registration Rights Agreement dated September 30, 1997                                                                                                                                                                                                    
|10.1(A)        | Memorandum of Understanding Regarding Form of Agreement between Host Marriott
Services and California Pizza Kitchen, Inc. dated May 12, 1998                                                                                                              
|10.2(A)        | Credit Agreement by and among California Pizza Kitchen, Inc. and Bank Of
America, N.A., as Administrative Agent and Issuing Lender, Bankers Trust
Company, as Documentation Agent, and each lender from time to time party
thereto, dated October 29, 1999
|10.3(A)        | Security Agreement by and among California Pizza Kitchen, Inc., CPK
Management Company, California Pizza Kitchen of Illinois, Inc. and Bank of
America, N.A. dated October 29, 1999                                                                       
|10.4(A)        | Supplemental Security Agreement (Trademarks) by and between CPK Management
Company and Bank of America, N.A. dated October 29, 1999                                                                                                                       
|10.5(A)        | Pledge Agreement by and among California Pizza Kitchen, Inc., California
Pizza Kitchen of Illinois, Inc., H.G. Carrington, Jr., Gregory S. Levin and Bank
of America, N.A. dated October 29, 1999                                                         
|10.6(A)        | Master Subsidiary Guaranty issued to Bank of America, N.A. by CPK Management
Company and California Pizza Kitchen of Illinois, Inc. dated October 29, 1999                                                                                                
|10.7(A)        | Third Amended and Restated Employment Agreement of Richard L. Rosenfield
dated July 6, 2000                                                                                                                                                               
|10.8(A)        | Third Amended and Restated Employment Agreement of Larry S. Flax dated July
6, 2000                                                                                                                                                                       
|10.9(A)        | Severance Agreement between Frederick R. Hipp and California Pizza Kitchen,
Inc. dated March 31, 1998                                                                                                                                                     
|10.10(A)       | Severance Agreement between H.G. Carrington, Jr. and California Pizza
Kitchen, Inc. dated May 4, 1998                                                                                                                                                     
|10.11(A)       | Severance Agreement between Frederick F. Wolfe and California Pizza Kitchen,
Inc. dated November [sic], 1999                                                                                                                                              
|10.12(A)       | Severance Agreement between Tom N. Jenneman and California Pizza Kitchen,
Inc. dated November [sic], 1999                                                                                                                                                 
|10.13(A)       | California Pizza Kitchen, Inc. Employee Stock Purchase Plan adopted on
November 2, 1999, as amended on June 23, 2000                                                                                                                                      
|10.14(A)       | California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan
adopted February 5, 1998, as amended on July 21, 1998 and November 2, 1999 and
forms of stock option agreement thereunder                                                     
|10.15(A)       | California Pizza Kitchen, Inc. Non-Qualified Stock Option Agreements between
California Pizza Kitchen, Inc. and Frederick R. Hipp dated March 31, 1998                                                                                                    
|10.16(A)       | Promissory Note between California Pizza Kitchen, Inc. and H.G. Carrington,
Jr. dated September 28, 1999                                                                                                                                                  
|10.17(A)       | Promissory Note between California Pizza Kitchen, Inc. and Frederick F. Wolfe
dated September 28, 1999                                                                                                                                                    
|10.18(A)       | Securities Holders Agreement dated as of September 30, 1997 among California
Pizza Kitchen, Inc., Bruckmann, Rosser, Sherrill & Co., L.P., Richard L.
Rosenfield, Larry S. Flax and the additional investors named therein, as amended
on June 30, 2000   
|10.19(A)       | Share Repurchase Agreement dated as of July 27, 2000 by and between
California Pizza Kitchen, Inc. and Bruckmann, Rosser, Sherrill & Co., L.P.                                                                                                            
|10.20(B)       | Promissory Note between California Pizza Kitchen, Inc. and Frederick R. Hipp
dated August 2, 2000                                                                                                                                                         
|10.21(B)       | Termination Agreement dated as of July 31, 2000 by and among California Pizza
Kitchen, Inc., Bruckmann Rosser, Sherrill & Co., L.P., Richard L.
Rosenfield, Larry S. Flax and the additional investors named therein                                      
|10.22(B)       | Credit Agreement by and between California Pizza Kitchen, Inc. and Bank Of
America, N.A., dated December 15, 2000                                                                                                                                         
|10.23(B)       | Master Subsidiary Guaranty issued to Bank of America, N.A. by CPK Management
Company and California Pizza Kitchen of Illinois, Inc. dated December 15, 2000                                                                                               
|21.1(B)        | Subsidiaries of California Pizza Kitchen, Inc.                                                                                                                                                                                                            
|23.1           | Consent of Ernst & Young LLP                                                                                                                                                                                                                              

--------

1. Incorporated by reference to the Registrant's
Registration Statement on Form S-1 (Registration 333-37778).
2. Incorporated by reference to the Registrant's
Registration Statement on Form S-1 (Registration 333-53088).





---