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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 2)


(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 30, 2007

                                       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 333-131004

                        PERKINS & MARIE CALLENDER'S INC.
                        --------------------------------

             (Exact name of Registrant as specified in its charter)

          Delaware                                     62-1254388
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

 6075 Poplar Ave. Suite 800 Memphis, TN                  38119
(Address of principal executive offices)              (Zip Code)

                                 (901) 766-6400
              (Registrant's telephone number, including area code)

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

TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH REGISTERED
--------------------                   -----------------------------------------
                           NONE

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by checkmark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No |X|

Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No |X|

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. |X|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>

Large accelerated filer [ ]    Accelerated filer [ ]    Non-accelerated filer |X|    Smaller reporting company [  ]
                                            (Do not check if a smaller reporting company)

</TABLE>

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No |X|

As of December 30, 2007, the last day of our fiscal year, the aggregate market
value of the registrant's common stock held by non-affiliates of the registrant
was $___based on the closing sale price as reported on the (applicable
exchange). NOT APPLICABLE

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practical date.

<TABLE>
<CAPTION>
<S>     <C>

Class: COMMON STOCK, $.01 PAR VALUE PER SHARE       Outstanding as of September 26, 2008: 10,820 SHARES
Documents incorporated by reference: NONE

</TABLE>

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                                TABLE OF CONTENTS



EXPLANATORY NOTE.........................................................   1


PART II
   Item 9A(T). Controls and Procedures...................................   3


PART IV
   Item 15. Exhibits and Financial Statement Schedules..................    4

SIGNATURES...............................................................   5

<PAGE>





EXPLANATORY NOTE

          As a result of the  inadvertent  omission  of  management's  report on
internal control over financial  reporting  from the Perkins & Marie Callender's
Inc. ("we",  "us",  "our", or the "Company") Form 10-K for the fiscal year ended
December 30, 2007,  which was originally  filed with the Securities and Exchange
Commission (the "SEC") on March 27, 2008, the Company's  disclosure controls and
procedures were ineffective as of the end of the 2007 fiscal year covered by the
Form 10-K.  The  Company is filing  this  second  amendment  to the Form 10-K to
indicate that its disclosure  controls and procedures were ineffective as of the
end of fiscal  2007.  Management's  report on internal  control  over  financial
reporting was  subsequently  included in Amendment No. 1 to the Form 10-K, which
was filed on August 21, 2008 ("Amendment No. 1").

PART II

ITEM 9A(T).  CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES.  A re-evaluation of the effectiveness of our
disclosure  controls and  procedures,  as of December 30, 2007,  was carried out
under the supervision and with the  participation  of the Company's  management,
including our Chief Executive  Officer and Chief Financial  Officer.  Disclosure
controls and procedures  include,  without  limitation,  controls and procedures
designed to ensure that information required to be disclosed in the reports that
the Company files under the Securities Exchange Act of 1934 (the "Exchange Act")
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms and is accumulated  and  communicated  to
our  management,  including  our Chief  Executive  Officer  and Chief  Financial
Officer,   as  appropriate,   to  allow  timely  decisions   regarding  required
disclosure.  Based  upon  this  re-evaluation  of our  disclosure  controls  and
procedures,  our Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and procedures were ineffective as of December 30,
2007. Management's report on internal control over financial reporting, which is
included  below and was included in  Amendment  No. 1, was omitted from the Form
10-K as  originally  filed  on  March  27,  2008.  Because  of this  inadvertent
omission,  our Company's  Chief Executive  Officer and Chief  Financial  Officer
conducted  the  re-evaluation  and reached the  conclusion  that our  disclosure
controls and procedures were ineffective as of December 30, 2007. Management has
taken  steps to  ensure  that  future  filings  contain  management's  report on
internal control over financial reporting.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f) of
the Exchange Act.


<PAGE>

Internal control over financial reporting is defined under the Exchange Act as a
process designed by, or under the supervision of, our Chief Executive Officer
and Chief Financial Officer and effected by our board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles, and
includes those policies and procedures that: (i) pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluations of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate. Accordingly, even an effective
system of internal control over financial reporting will provide only reasonable
assurance with respect to financial statement preparation.

Our management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the Company's internal control
over financial reporting as of December 30, 2007. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission, Internal Control - Integrated
Framework. Based on this evaluation and those criteria, our management, with the
participation of our Chief Executive Officer and Chief Financial Officer,
concluded that, as of December 31, 2007, our internal control over financial
reporting was effective.

The Annual Report on Form 10-K for the fiscal year ended  December 30, 2007 does
not  include  an  attestation  report  of  our  independent   registered  public
accounting  firm  regarding  our  internal  control  over  financial  reporting.
Management's report was not subject to attestation by our independent registered
public  accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in the Annual Report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any
changes in our internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f)) that occurred during the fourth fiscal quarter of 2007 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.


PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

      (a)     EXHIBITS:

EXHIBIT NO.

*31.1    Chief Executive Officer Certification Pursuant to Sarbanes-Oxley Act
         of 2002, Section 302.

*31.2    Chief Financial Officer Certification Pursuant to Sarbanes-Oxley Act
         of 2002, Section 302.

*32.1    Chief Executive Officer Certification Pursuant to Sarbanes-Oxley Act
         of 2002, Section 906.

*32.2    Chief Financial Officer Certification Pursuant to Sarbanes-Oxley Act
         of 2002, Section 906.

___________
* Filed herewith.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on our
behalf  by the  undersigned  thereunto  duly  authorized,  on this  26th  day of
September, 2008.

                                                PERKINS & MARIE CALLENDER'S INC.

                                                By: /s/ Joseph F. Trungale
                                                    ----------------------------
                                                    Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the Registrant and in the
capacities indicated on this 26th day of September, 2008.

Signature                                  Title
/s/ Joseph F. Trungale      President and Chief Executive Officer
----------------------      (Principal Executive Officer)
Joseph F. Trungale

/s/ Fred T. Grant, Jr.      Executive Vice President and Chief Financial Officer
----------------------      (Principal Financial and Accounting Officer)
Fred T. Grant, Jr.

We have not sent,  and do not  intend  to send,  an  annual  report to  security
holders covering our last fiscal year, nor have we sent a proxy statement,  form
of proxy or other  soliciting  material to our security  holders with respect to
any annual meeting of security holders.