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                                                                   Exhibit 10.32

                              CARMIKE CINEMAS, INC.
                            2004 INCENTIVE STOCK PLAN
                             STOCK GRANT CERTIFICATE

This Stock Grant Certificate evidences a Stock Grant made pursuant to the
Carmike Cinemas, Inc. 2004 Incentive Stock Plan of [amount] shares of restricted
Stock to [officer], who shall be referred to as "Executive". This Stock Grant is
granted effective as of [date], which shall be referred to as the "Grant Date."



                                          CARMIKE CINEMAS, INC.

                                          By:
                                              -----------------------
                                          Date:
                                                ---------------------


                              TERMS AND CONDITIONS

     ss. 1. PLAN AND STOCK GRANT CERTIFICATE. This Stock Grant is subject to all
of the terms and conditions set forth in this Stock Grant Certificate and in the
Plan. If a determination is made that any term or condition set forth in this
Stock Grant Certificate is inconsistent with the Plan, the Plan shall control.
All of the capitalized terms not otherwise defined in this Stock Grant
Certificate shall have the same meaning in this Stock Grant Certificate as in
the Plan. A copy of the Plan will be made available to Executive upon written
request to the Chief Financial Officer of Carmike.

     ss. 2. STOCKHOLDER STATUS. Executive shall have the right under this Stock
Grant to receive ordinary cash dividends on all of the shares of Stock subject
to this Stock Grant and to vote such shares until Executive's right to such
shares is forfeited or becomes nonforfeitable. If Executive forfeits his shares
under Section 3, Executive shall at the same time forfeit Executive's right to
vote such shares and to receive ordinary cash dividends paid with respect to
such shares. Any extraordinary cash dividends and any Stock dividends or other
distributions of property made with respect to shares that remain subject to
forfeiture under Section 3 shall be held by Carmike, and Executive's rights to
receive such dividends or other property shall be forfeited or shall be
nonforfeitable at same time the shares of Stock with respect to which the
dividends or other property are attributable are forfeited or become
nonforfeitable. Except for the rights to receive ordinary cash dividends and
vote the shares of Stock subject to this Stock Grant which are described in this
Section 2, Executive shall have no rights as a stockholder with respect to such
shares of Stock until Executive's interest in such shares has become
nonforfeitable.

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     ss. 3. VESTING AND FORFEITURE.

            (a)      Vesting.  Subject to Section 3(b):
                     (i)      if Executive remains continuously employed
                              by Carmike until __________, Executive's
                              interest in one third of the Stock (rounded
                              down to the nearest whole share of Stock)
                              subject to this Stock Grant shall become
                              nonforfeitable as of _________;

                     (ii)     if Executive remains continuously employed
                              by Carmike until ___________, Executive's
                              interest in one third of the Stock (rounded
                              down to the nearest whole share of Stock)
                              subject to this Stock Grant shall become
                              nonforfeitable as of _________;

                     (iii)    if Executive remains continuously employed
                              by Carmike until ___________, Executive's
                              interest in all remaining Stock subject to
                              this Stock Grant shall become nonforfeitable
                              as of ________.

            (b)      Forfeiture. If Executive's employment with Carmike
                     terminates for any reason before his interest in
                     shares of Stock subject to this Stock Grant have
                     become nonforfeitable under Section 3(a), then he
                     shall forfeit all such shares of Stock subject to
                     this Stock which have not become nonforfeitable under
                     Section 3(a).

     ss. 4. STOCK CERTIFICATES. Carmike shall issue a stock certificate for the
shares of Stock subject to this Stock Grant in the name of Executive upon
Executive's execution of the irrevocable stock power in favor of Carmike
attached as Exhibit A. The Chief Executive Officer of Carmike shall hold such
stock certificate representing such shares and any distributions made with
respect to such shares (other than ordinary cash dividends) until such time as
Executive's interest in such shares has become nonforfeitable or has been
forfeited. As soon as practicable after the date as of which his interest in any
shares becomes nonforfeitable under Section 3(a), Carmike shall issue to
Executive a stock certificate reflecting the shares in which his interest has
become nonforfeitable on such date (together with any distributions made with
respect to the shares that have been held by Carmike). If shares are forfeited,
the shares (together with any distributions made with respect to the shares that
have been held by Carmike) automatically shall revert back to Carmike.

     ss.5. NONTRANSFERABLE. No rights granted under this Stock Grant Certificate
shall be transferable by Executive.

     ss. 6. OTHER LAWS. Carmike shall have the right to refuse to transfer
shares of Stock subject to this Stock Grant to Executive if Carmike acting in
its absolute discretion determines that the transfer of such shares is (in the
opinion of Carmike's legal counsel) likely to violate any applicable law or
regulation.

     ss.7. NO RIGHT TO CONTINUE SERVICE. Neither the Plan, this Stock Grant
Certificate, nor any related material shall give Executive the right to continue
in the employment of or service of Carmike.


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     ss.8. GOVERNING LAW. The Plan and this Stock Grant Certificate shall be
governed by the laws of the State of Delaware.

     ss.9. BINDING EFFECT. This Stock Grant Certificate shall be binding upon
Carmike and Executive and their respective heirs, executors, administrators and
successors.

     ss. 10. HEADINGS AND SECTIONS. The headings contained in this Stock Grant
Certificate are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Stock Grant Certificate. All references to
sections in this Stock Grant Certificate shall be to sections of this Stock
Grant Certificate unless otherwise expressly stated as part of such reference.




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                                    EXHIBIT A

                             IRREVOCABLE STOCK POWER

     As a condition to the issuance to the undersigned of a stock certificate
for the _____ shares of Stock which were granted to the undersigned as a Stock
Grant under the Carmike Cinemas, Inc. 2004 Incentive Stock Plan in the Stock
Grant Certificate dated _________, the undersigned hereby executes this
Irrevocable Stock Power in order to sell, assign and transfer to Carmike
Cinemas, Inc. the shares of Stock subject to such Stock Grant for purposes of
effecting any forfeiture called for under Section 3 of the Stock Grant
Certificate and does hereby irrevocably give Carmike Cinemas, Inc. the power
(without any further action on the part of the undersigned) to transfer such
shares of Stock on its books and records back to Carmike Cinemas, Inc. to effect
any such forfeiture. This Irrevocable Stock Power shall expire automatically
with respect to the shares of Stock on the date such shares of Stock are no
longer subject to forfeiture under Section 3 of such Stock Grant Certificate.



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