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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A

Amendment No. 2



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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, 2004



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 0-24343



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Answerthink, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|FLORIDA                                                        |  | 65-0750100                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|1001 Brickell Bay Drive, Suite 3000 Miami, Florida             |  | 33131                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             



(305) 375-8005

(Registrants telephone number, including area code)



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



Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share



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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. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 of the
Securities Exchange Act of 1934).    YES  x    NO ̈



The aggregate market value of the common stock held
by non-affiliates of the registrant was $271,840,816 on July 2, 2004 based on the last reported sale price of the registrants common stock on the Nasdaq National Market.



The number of shares of the registrants common stock outstanding on March 4, 2005 was 43,451,221.



DOCUMENTS INCORPORATED BY REFERENCE



Part III of the Form 10-K incorporates by reference certain portions of the
registrants proxy statement for its 2005 Annual Meeting of Stockholders to be filed with the Commission not later than 120 days after the end of the fiscal year covered by this report.



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EXPLANATORY NOTE



Answerthink, Inc. (the Company) is filing this Amendment No. 2 to its Annual Report on Form 10-K for its fiscal
year ended December 31, 2004 (the Original Filing), which was originally filed with the Securities and Exchange Commission on March 16, 2005. This Amendment No. 2 is being filed solely for the purpose of amending Items 8 and 9A.



With respect to Item 8, the Company is filing a supplemental
Report of Independent Registered Certified Public Accounting Firm which corrects their original Report which inadvertently left out a reference to the audit of the previously filed financial statement schedule. The supplemental Report does not
replace the original Report, but only supplements it and should be read together with the original Report and the other information contained in Item 8 included in the Original Filing.



With respect to Item 9A, at the time of the Original Filing, the Company elected to utilize the 45-day extension offered to
certain registrants by the Securities and Exchange Commission to delay the filing of managements report on internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002 and for the Companys
independent registered certified public accounting firm to attest to this report. Managements annual report on internal control over financial reporting, the related report of the Companys independent registered certified public
accounting firm and the related consent of independent registered certified public accounting firm are included in this Amendment No. 2 in Item 9A.



As a result of this Amendment No. 2, the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed as exhibits to the Original
Filing, have been re-executed and re-filed as of the date of this Amendment No. 2.



Except for the amendments described above, this Amendment No. 2 does not modify or update the Companys previously reported financial statements and other financial disclosures in, or exhibits to, the Original
Filing. Unaffected items of the Original Filing have not been repeated in this Amendment No. 2.



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PART II



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM ON

FINANCIAL STATEMENT SCHEDULE



To The
Board of Directors of Answerthink, Inc.:



Our audits of the consolidated
financial statements referred to in our report dated March 14, 2005 appearing in the 2004 Annual Report on Form 10-K also included an audit of the financial statement schedule listed in Item 15(a)(2) of the Form 10-K. In our opinion, the financial
statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.



/s/ PricewaterhouseCoopers LLP



Miami, Florida

March 14, 2005



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PART III



ITEM 9A. CONTROLS AND PROCEDURES



Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures



Under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our
principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.



Managements Report on Internal Control Over Financial Reporting



Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our evaluation under the framework in Internal Control  Integrated Framework, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by
this annual report.



Our managements assessment of the
effectiveness of our internal control over financial reporting as of the end of the period covered by this annual report, has been audited by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, as stated in their
report which is included herein.



Report of Independent Registered Certified
Public Accounting Firm



To the Board of Directors and Shareholders

of Answerthink, Inc.



In our opinion, managements assessment, included in the accompanying Managements Report on Internal Control Over Financial Reporting, that Answerthink, Inc.
(the Company) maintained effective internal control over financial reporting as of December 31, 2004 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004,
based on criteria established in Internal Control - Integrated Framework issued by the COSO. The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express opinions on managements assessment and on the effectiveness of the Companys internal control over financial reporting based on our audit. We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. An audit includes obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.



A companys internal control over financial reporting is a process designed 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. A companys internal control over financial
reporting 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 the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally



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accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys 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 evaluation 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 or procedures may deteriorate.



We have also audited, in accordance
with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Answerthink, Inc. at December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 and
in our report dated March 14, 2005 we expressed an unqualified opinion thereon.



PricewaterhouseCoopers LLP

Miami, Florida

April 27,
2005



PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a) The following documents are filed as a part of this Form:



|1. | Financial Statements.
|-- | ---------------------



Previously filed.



|2. | Financial Statement Schedules.
|-- | ------------------------------



Previously filed.



|3. | Exhibits.
|-- | ---------



The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this report.



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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
its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 2ndday of
May, 2005.



ANSWERTHINK, INC.By:

/s/ Ted A. FernandezTed A. FernandezChief Executive Officer and Chairman




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INDEX TO EXHIBITS



|            |  |                                                                                                                                                                                                                                                                     
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                 
|3.1+        |  | Second Amended and Restated Articles of Incorporation of the Registrant, as amended                                                                                                                                                                                 
|            | 
|3.2+        |  | Amended and Restated Bylaws of the Registrant, as amended                                                                                                                                                                                                           
|            | 
|9.1+        |  | Shareholders Agreement dated April 23, 1997 among the Registrant, GTCR V, MG, the Miller Group, Messrs. Fernandez, Frank, Knotts and Miller and certain other shareholders of the Registrant
parties thereto                                                        
|            | 
|9.2+        |  | Amendment No. 1 to Shareholders Agreement dated February 24, 1998                                                                                                                                                                                                   
|            | 
|9.3+        |  | Letter Agreement dated as of March 15, 1998 to amend Shareholders Agreement                                                                                                                                                                                         
|            | 
|9.4+        |  | Form of Restricted Securities Agreement dated April 23, 1997 among the Initial Investors and each of Messrs. Fernandez, Frank, Knotts and Miller                                                                                                                    
|            | 
|10.1+       |  | Purchase Agreement dated April 23, 1997 among the Registrant, GTCR V, MG, Gator and Tara                                                                                                                                                                            
|            | 
|10.2+       |  | Series A Preferred Stock Purchase Agreement dated February 24, 1998 among the Registrant, GTCR V, GTCR Associates and Miller Capital                                                                                                                                
|            | 
|10.3+       |  | Stock Purchase Agreement dated March 5, 1998 between the Registrant and FSC                                                                                                                                                                                         
|            | 
|10.4+       |  | Second Amended and Restated Registration Rights Agreement dated as of May 5, 1998 among the Registrant, GTCR V, MG, GTCR Associates, Miller Capital, FSC, Messrs. Fernandez, Frank, Knotts and
Miller and certain other shareholders of the Registrant named therein
|            | 
|10.5+       |  | Second Amended and Restated Registration Rights Agreement dated as of May 5, 1998 among the Registrant and the eight former shareholders of RTI                                                                                                                     
|            | 
|10.6*+      |  | Registrants 1998 Stock Option and Incentive Plan                                                                                                                                                                                                                   
|            | 
|10.7*+      |  | Amendment to Registrants 1998 Stock Option and Incentive Plan                                                                                                                                                                                                      
|            | 
|10.8*+      |  | Form of Senior Management Agreement dated April 23, 1997 between the Registrant and each of Messrs. Fernandez, Frank and Knotts                                                                                                                                     
|            | 
|10.9*+      |  | Senior Management Agreement dated July 11, 1997 between Registrant and Mr. Dungan                                                                                                                                                                                   
|            | 
|10.10*+     |  | Form of Employment Agreement entered into between the Registrant and Mr. Dungan                                                                                                                                                                                     
|            | 
|10.11*+     |  | Form of Employment Agreement entered into between the Registrant and each of Messers. Fernandez, Frank and Knotts                                                                                                                                                   
|            | 
|10.12+      |  | Amendment No. 2 dated as of May 5, 1998 to Purchase Agreement dated April 23, 1997 among the Registrant, GTCR V, MG, Gator and Tara                                                                                                                                 
|            | 
|10.13+      |  | Amendment No. 2 dated as of May 5, 1998 to Stock Purchase Agreement dated March 5, 1998 between the Registrant and FSC                                                                                                                                              
|            | 
|10.14*+     |  | Amendment to Certain Senior Management Agreements dated March 27, 1998 among the Company, the Board of Directors and each of Messrs. Fernandez, Frank, Knotts and Dungan                                                                                            
|            | 
|10.15*+     |  | Second Amendment to Certain Senior Management Agreements dated May 26, 1998 among the Company, the Board of Directors and each of Messrs. Fernandez, Frank, Knotts and Dungan                                                                                       
|            | 
|10.16*+     |  | AnswerThink Consulting Group, Inc. Employee Stock Purchase Plan                                                                                                                                                                                                     
|            | 
|10.17*+     |  | Amendment to Registrants Employee Stock Purchase Plan dated February 16, 2001                                                                                                                                                                                      
|            | 
|10.18*+     |  | Employment Agreement dated March 23, 1999 between the Registrant and Mr. Brennan                                                                                                                                                                                    
|            | 
|10.19*+     |  | Restricted Stock Agreement dated July 31, 1997 between the Registrant and Mr. Brennan                                                                                                                                                                               



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|            |  |                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                             
|10.20*+     |  | Amendment to Restricted Stock Agreement dated March 27, 1998 between the Registrant and Mr. Brennan                                                             
|            | 
|10.21*+     |  | Form of Senior Management Agreement dated July 31, 1997 between the Registrant and Mr. Brennan                                                                  
|            | 
|10.22+      |  | Securities Purchase Agreement by and among THINK New Ideas, Inc., Capital Ventures International and Marshall Capital Management, Inc.                          
|            | 
|10.23+      |  | Registration Rights Agreement dated as of March 3, 1999 by and among THINK New Ideas, Inc., Capital Ventures International and Marshall Capital Management, Inc.
|            | 
|10.24+      |  | Joint Marketing and Alliance Agreement, dated October 7, 2003, by and among Answerthink, Inc., The Hackett Group, Inc. and Accenture, L.L.P.                    
|            | 
|11.1+       |  | Amendment to Executive Agreement between Answerthink, Inc. and Ted A. Fernandez                                                                                 
|            | 
|11.2+       |  | Amendment to Executive Agreement between Answerthink, Inc. and David N. Dungan                                                                                  
|            | 
|11.3+       |  | Amendment to Executive Agreement between Answerthink, Inc. and Allan R. Frank                                                                                   
|            | 
|11.4+       |  | Amendment to Executive Agreement between Answerthink, Inc. and John F. Brennan                                                                                  
|            | 
|21.1+       |  | Subsidiaries of the Registrant                                                                                                                                  
|            | 
|23.1^       |  | Consent of PricewaterhouseCoopers LLP                                                                                                                           
|            | 
|31.1^       |  | Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                  
|            | 
|31.2^       |  | Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                  
|            | 
|32+         |  | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                          

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|* | Management agreement or compensatory plan or arrangement.
|- | ---------------------------------------------------------

|^ | Exhibit filed herewith.
|- | -----------------------

|+ | Exhibit previously filed.
|- | -------------------------