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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended April 1, 2001

                                       OR

[_]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934



                        Commission File Number:  0-21587

                                PJ AMERICA, INC.
             (Exact name of registrant as specified in its charter)


               Delaware                              61-1308435
    (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)            Identification Number)


                              2300 Resource Drive
                           Birmingham, Alabama  35242
                    (Address of principal executive offices)


                                 (205) 981-2800
              (Registrant's telephone number, including area code)

________________________________________________________________________________

     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
                   ---                                     ---

     At April 13, 2001, there were 4,323,648 shares outstanding of the
registrant's common stock, par value $.01 per share.
<PAGE>

                       PJ AMERICA, INC. AND SUBSIDIARIES

                                     INDEX


<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                          Page No.
                                                                        --------
<S>                                                                     <C>

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets (Unaudited) -
         April 1, 2001 and December 31, 2000                                1

         Condensed Consolidated Statements of Income (Unaudited) -
         Three Months Ended April 1, 2001 and March 26, 2000                2

         Condensed Consolidated Statements of Cash Flows (Unaudited) -
         Three Months Ended April 1, 2001 and March 26, 2000                3

         Notes to Condensed Consolidated Financial Statements (Unaudited)   4


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                              6



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                  8


Item 6.  Exhibits and Reports on Form 8-K                                   8
</TABLE>
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                       PJ AMERICA, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                   April 1,        December 31,
                                                     2001              2000
                                                  (Unaudited)         (Note)
                                                  -----------      ------------
(In thousands)
<S>                                               <C>              <C>
Assets
Current assets:
     Cash and cash equivalents                      $ 2,721           $ 2,354
     Inventories                                        668               685
     Prepaid expenses and other                         501                86
     Receivable on sale                                 500                 -
     Deferred income taxes                                -               124
                                                    -------           -------
Total current assets                                  4,390             3,249

Net property and equipment                           25,556            26,953
Deferred franchise and development costs,
  net of accumulated amortization                     2,012             2,067
Goodwill, net of accumulated amortization             3,372             3,511
Deferred income taxes                                   821             1,375
Other assets                                            450               416
Note receivable                                         700                 -
                                                    -------           -------
Total assets                                        $37,301           $37,571
                                                    =======           =======

Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable and accrued expenses          $ 5,449           $ 5,267
                                                    -------           -------
Total current liabilities                             5,449             5,267

Long term debt                                        2,700             4,000

Stockholders' equity:
     Common stock                                        43                43
     Additional paid-in-capital                      25,078            25,078
     Retained earnings                                4,031             3,183
                                                    -------           -------
Total stockholders' equity                           29,152            28,304
                                                    -------           -------
Total liabilities and stockholders' equity          $37,301           $37,571
                                                    =======           =======
</TABLE>

Note:  The condensed consolidated balance sheet at December 31, 2000 has been
derived from the audited financial statements at that date but does not include
all information and footnotes required by generally accepted accounting
principles for complete financial statements.

See accompanying notes.

<PAGE>

                       PJ AMERICA, INC. AND SUBSIDIARIES
                  Condensed Consolidated Statements of Income
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                        April 1,       March 26,
                                                         2001            2000
                                                        --------       ---------
(In thousands, except per share amounts)
<S>                                                      <C>            <C>
Restaurant sales                                         $29,953        $25,825

Restaurant operating expenses:
     Cost of sales                                         8,709          7,649
     Salaries and benefits                                 8,733          7,526
     Other operating expenses                              8,061          6,525
     Depreciation and amortization                         1,005            946
                                                         -------        -------
                                                          26,508         22,646
                                                         -------        -------
Restaurant operating income                                3,445          3,179
General and administrative expenses                        2,063          1,430
                                                         -------        -------
Operating income                                           1,382          1,749

Other (expense) income - net                                 (55)           106
                                                         -------        -------
Income before income taxes                                 1,327          1,855
Income tax expense                                           478            649
                                                         -------        -------
Net income                                               $   849        $ 1,206
                                                         =======        =======
Basic earnings per share                                 $  0.20        $  0.23
                                                         =======        =======
Diluted earnings per share                               $  0.20        $  0.23
                                                         =======        =======
Weighted average shares outstanding - Basic                4,324          5,290
                                                         =======        =======
Weighted average shares outstanding - Diluted              4,327          5,312
                                                         =======        =======
</TABLE>

                                       2
<PAGE>

                       PJ AMERICA, INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                             April 1,  March 26,
                                                               2001      2000
                                                             --------  ---------
(In thousands)
<S>                                                           <C>      <C>
Cash Flows from Operating Activities
          Net cash provided by operating activities           $ 2,029   $ 1,431


Cash Flows from Investing Activities
     Purchases of property, equipment, franchise
       and development fees                                      (362)   (2,614)
     Maturity of investments                                        -     1,753
                                                              -------   -------
          Net cash used in investing activities                  (362)     (861)

Cash Flows from Financing Activities
     Repurchase of stock                                            -    (2,687)
     Proceeds from exercise of stock options                        -        72
     Payments on credit line                                   (1,300)        -
                                                              -------   -------
          Net cash (used in) provided by financing activities  (1,300)   (2,615)

Net increase (decrease) in cash                                   367    (2,045)
Cash and cash equivalents at beginning of year                  2,354     2,648
                                                              -------   -------
Cash and cash equivalents at end of period                    $ 2,721   $   603
                                                              =======   =======
</TABLE>
See accompanying notes.

                                       3
<PAGE>

                       PJ AMERICA, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

April 1, 2001

Note 1 - Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments, consisting
of normal recurring accruals, considered necessary for a fair presentation have
been included.  Operating results for the three months ended April 1, 2001 are
not necessarily indicative of the results that may be expected for the year
ending December 30, 2001.  For further information, refer to the consolidated
financial statements and footnotes thereto included in the PJ America, Inc.
Annual Report on Form 10-K for the year ended December 31, 2000.

     The accompanying unaudited condensed consolidated financial statements
include the accounts of PJ America, Inc. and its wholly-owned subsidiaries, (the
"Company").  All significant inter-company transactions between the consolidated
companies have been eliminated.

     The preparation of unaudited condensed consolidated financial statements
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.  Actual results
could differ from these estimates.

Note 2 - Development Agreements

     Effective February, 2001, the Company merged all of its previous U.S.
geographic development agreements with PJI into a single development agreement.
In the new development agreement, the Company is required to open six
restaurants in 2001, then eight restaurants per year through 2006.

     The Company's current development agreement in Puerto Rico requires it to
open four restaurants per year in 2001 and 2002, and three restaurants in 2003.

Note 3 - Sale of Restaurants and Closure of Restaurants

     Effective at the close of business on April 1, 2001, the Company sold eight
underperforming  restaurants and closed two underperforming restaurants in two
separate transactions.  The net impact of these transactions were immaterial,
and is included in other (expense) income-net. The Company financed $700,000 of
the total sales price of $1.2 million of these restaurants, which is due in full
in April, 2004.  The note carries interest at 10%, is secured by the
restaurants, and guaranteed by the purchaser.

Note 4 - Line of Credit Facility

     Effective January 31, 2001, the Company entered into a new $15.0 million
unsecured revolving line of credit facility with an expiration date of January
31, 2003.  Outstanding balances for this facility currently accrue interest at
100.0 basis points over LIBOR or at other prescribed rates at our option.  The
commitment fee on the unused balance is 25.0 basis points per annum.  The
increment over LIBOR and the commitment fee are determined quarterly based upon
the ratio of total indebtedness to earnings before interest, taxes, depreciation
and amortization (EBITDA).  On April 1, 2001, $2.7 million was outstanding under
this facility.

                                       4
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Note 5 - Tender Offer Proposal

     On March 23, 2001, the Company received a tender offer proposal from an
investor group.  The investor group includes Douglas S. Stephens, President and
CEO, Richard F. Sherman, Chairman of the Board, other board members and
significant shareholders.  The investor group submitted a preliminary non-
binding proposal to acquire all of the outstanding shares of common stock not
currently owned by them at a proposed tender offer price of $8.00 per share.
The investor group currently owns approximately 40% of the Company's outstanding
common stock.  The Board has appointed a special committee of outside directors
to review the proposal and evaluate strategic alternatives.  The Special
Committee has hired Banc of America Securities LLC and Akin, Gump, Strauss,
Hauer & Feld LLP to act as its financial and legal advisors respectively.

     Subsequent to the receipt of the tender offer proposal, the Company and its
directors were named in four substantially similar purported shareholder class
action lawsuits in Delaware Chancery Court challenging the proposed transaction.
The Company believes that the allegations contained in the lawsuits are without
merit and the Company and its directors intend to defend themselves vigorously.











                                       5
<PAGE>

               SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this Form 10-Q under "Management's Discussion and Analysis
of Financial Condition and Results of Operations" constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.  Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements.  Such factors include, among others, the following:  ability
to increase sales and operate profitably in New Markets; competition; successful
implementation of the Company's expansion strategy; dependence on the success of
the Papa John's system; success of operating initiatives; advertising and
promotional efforts; adverse publicity; acceptance of new product offerings;
availability, locations and terms of sites for store development; changes in
business strategy or development plans; availability and terms of capital; food,
labor and employee benefit costs; changes in government regulations; regional
weather conditions; and other factors referenced in this Form 10-Q.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations

     Restaurant Sales.  Restaurant sales increased 16% to $30.0 million for the
three months ended April 1, 2001, from $25.8 million for the comparable period
in 2000.  This increase was primarily due to a 16% increase in the number of
equivalent restaurants open during the three months ended April 1, 2001 as
compared to 2000.  "Equivalent restaurants" represents the number of restaurants
open at the beginning of a given period, adjusted for restaurants opened,
acquired, or sold during the period on a weighted average basis.  Also,
comparable sales increased 3.5% for the three months ended April 1, 2001 over
the comparable period in 2000.  Comparable store sales for the first quarter of
2001 benefited from the timing of the "Anniversary" promotion, which
historically has been in the second quarter.  The total average unit sales
increased .2% over the comparable period in 2000.  The increase in equivalent
units is due to the significant increase in restaurants in the Company's "New
Markets", which primarily are restaurants located in Utah, California, Oregon,
and Puerto Rico.

     Costs and Expenses.  Cost of sales, which consists of food, beverage and
paper costs, decreased as a percentage of restaurant sales to 29.1% for the
three months ended April 1, 2001, from 29.6% for the comparable period in 2000.
This decrease is primarily attributable to lower cheese prices, partially offset
by more discounting and higher meat and box costs.  All of the Company's
restaurants in the domestic United States receive product from Papa Johns'
International, Inc. ("PJI"), and each restaurant is charged the same price for
product, regardless of the location of the restaurant.

     Salaries and benefits, which consist of all store level employee wages,
taxes, and benefits increased slightly as a percentage of restaurant sales to
29.2% for the three months ended April 1, 2001, from 29.1% for the comparable
period in 2000.  The slight increase in salaries and benefits as a percentage of
restaurant sales was primarily due to a higher proportion of restaurants in New
Markets, which have higher minimum wage rates, partially offset by fewer
restaurant openings in the quarter, as the Company focuses on improving its
existing restaurant base.

     Other operating expenses include other restaurant level operating costs,
the material components of which are advertising expenses, automobile mileage
reimbursement for delivery drivers, rent, royalties, utility expenses.  Other
operating expenses increased as a percentage of restaurant sales to 26.9% for
the three

                                       6
<PAGE>

months ended April 1, 2001, from 25.3% for the comparable period in 2000. This
increase is primarily attributable to higher insurance and other operating
expenses in the quarter and a higher proportion of restaurants in the New
Markets, which typically have higher occupancy costs. Also, utility expenses in
the first quarter of 2001 were significantly higher than the comparable period
in 2000.

     Depreciation and amortization decreased as a percentage of restaurant sales
to 3.4% for the three months ended April 1, 2001, from 3.7% for the comparable
period in 2000.  This decrease is primarily attributable to the impairment
charge taken in the fourth quarter of 2000 which significantly lowered the
depreciable cost of property and equipment and the intangible assets of certain
underperforming restaurants.

     General and administrative expenses increased as a percentage of restaurant
sales to 6.9% for the three months ended April 1, 2001, from 5.5% for the
comparable period in 2000.  This increase was primarily due to the addition of
corporate and field operations personnel necessary to support current
operations, and less leverage on sales, primarily in New Markets.  (The Company
hired a Vice President of Training in March 2000 and a Chief Operating Officer
in January 2001.)  Also, in the fourth quarter of 2000, the Company increased
salaries for its restaurant supervisors and corporate operations support
personnel to bring base compensation closer to current market conditions.

     Other Income (expense).  Other income (expense) which consists primarily of
investment income offset by interest expense decreased $0.2 million for the
three months ended April 1, 2001.  During 2000, the Company used its available
investment balance to partially fund stock repurchases, and thus the Company had
a net debt position in the first quarter of 2001.  Also included in other income
is the net impact of the gain on sale of restaurants, offset by store closure
costs, and certain operations management restructuring and relocation costs.
The net impact of all of these items was immaterial.

Liquidity and Capital Resources

     The Company requires capital primarily for the development of new
restaurants, and for existing restaurant improvements. Capital expenditures of
approximately $0.4 million for the three months ended April 1, 2001, were funded
by cash flow from operations.

     Cash flow from operations increased to $2.0 million for the three months
ended April 1, 2001 from $1.4 million for the comparable period in 2000.

     Capital expenditures are expected to be approximately $4 million for 2001,
all of which is expected to be for restaurant development and existing
restaurant improvements.  The Company also may acquire the operations of other
Papa John's franchisees if such operations become available on terms
satisfactory to the Company although no acquisitions are anticipated at this
time.  Capital resources at April 1, 2001 include $2.7 million of cash and $12.3
million remaining availability under the Company's $15.0 million line of credit
facility.  The Company plans to fund its capital expenditures through 2001 from
available cash, cash generated from operations, and credit line availability.



                                       7
<PAGE>

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

     Subsequent to the receipt of the tender offer proposal on March 23, 2001
(see note 5), the Company and its directors were named in four substantially
similar purported shareholder class action lawsuits in Delaware Chancery Court
challenging the proposed transaction.

     While the complaints vary, in general, they allege breach of fiduciary duty
and inadequacy of the $8.00 per share proposed tender offer price.  The
complaints seek, generally, a declaration of class action status, an injunction
against the proposed transaction, or in the event the transaction is
consummated, rescinding it and setting it aside, unspecified compensatory
damages and costs and disbursements, including attorney fees.  The Company
believes that the allegations contained in the lawsuits are without merit and
the Company and its directors intend to defend themselves vigorously.  These
actions are all still in the early pleading stages and accordingly, no assurance
can be given as to the outcome of these lawsuits.

     This was reported on Form 8-K dated April 4, 2001.

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits.

         Exhibit
         Number        Description
         ------        -----------

         11            Statement regarding Computation of Earnings per
                       Common Share

     (b) Current Reports on Form 8-K

          A current report on Form 8-K dated April 12, 2001 was filed announcing
     that the Company's Special Committee had hired financial and legal advisors
     to assist in the evaluation of the tender offer proposal.

          A current report on Form 8-K dated April 4, 2001 was filed announcing
     receipt of a tender offer proposal on March 23, 2001, several shareholder
     class action lawsuits related to the tender offer proposal, and
     postponement of the Company's annual meeting originally scheduled for June
     5, 2001.

          A current report on Form 8-K dated March 8, 2001 was filed announcing
     changes to its Board of Directors.

          A current report on Form 8-K dated February 26, 2001 was filed
     announcing fourth quarter 2000 earnings, an asset impairment charge, and an
     outlook for the first quarter of 2001 and full year 2001.

          A current report of Form 8-K dated January 17, 2001 was filed to
     announce fourth quarter 2000 revenues, the hiring of Louis M. Romanus as
     Chief Operating Officer, and Kim V. Knapp as a new Board member.

                                       8
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                         PJ AMERICA, INC.




Date:  April 25, 2001                          /s/ D. Ross Davison
                                         -------------------------------------
                                                   D. Ross Davison
                                           Vice President of Administration,
                                         Chief Financial Officer and Treasurer
                                             (Principal Financial Officer)





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