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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A



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Amendment No. 1



(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



Answerthink, Inc.

(Exact name of registrant as specified in its charter)





|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|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)



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



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 ̈



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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. is filing this Amendment No. 1 to its Annual Report on Form 10-K for its fiscal year ended December 31,
2004 (the Originally Filed 2004 10-K), which was originally filed with the Securities and Exchange Commission earlier today. This Amendment No. 1 is being filed solely for purposes of filing Exhibit 32 which was inadvertently omitted
from the Originally Filed 2004 10-K as a result of an error on the part of Answerthinks third party financial printer in charge of the EDGAR submission.



The other items of the Originally Filed 2004 10-K have not been repeated in this Amendment No. 1.







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PART IV



|ITEM | 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|---- | ----------------------------------------------



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



|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 16thday of
March, 2005.



ANSWERTHINK, INC.By:

/s/ Ted A. FernandezTed A. Fernandez Chief Executive Officer and Chairman




Pursuant to the
requirements of the Securities Act of 1934, this Form 10-K/A has been signed by the following persons in the capacities and on the date indicated.



|                                           |  |                                                                                                            |  |               
|------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------- |  | --------------
|Signatures                                 |  | Title                                                                                                      |  | Date          
|                                           |  |                                                                                                           
|/s/ Ted A. FernandezTed A. Fernandez       |  | Chief Executive Officer and Chairman (Principal Executive Officer)                                         |  | March 16, 2005
|                                           |  |                                                                                                           
|/s/ John F. BrennanJohn F. Brennan         |  | Executive Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) |  | March 16, 2005
|                                           |  |                                                                                                           
|/s/ Allan R. FrankAllan R. Frank           |  | President and Director                                                                                     |  | March 16, 2005
|                                           |  |                                                                                                           
|/s/ David N. DunganDavid N. Dungan         |  | Chief Operating Officer and Director                                                                       |  | March 16, 2005
|                                           |  |                                                                                                           
|/s/ Richard HamlinRichard Hamlin           |  | Director                                                                                                   |  | March 16, 2005
|                                           |  |                                                                                                           
|/s/ Edwin A. HustonEdwin A. Huston         |  | Director                                                                                                   |  | March 16, 2005
|                                           |  |                                                                                                           
|/s/ Jeffrey E. KeislingJeffrey E. Keisling |  | Director                                                                                                   |  | March 16, 2005
|                                           |  |                                                                                                           
|/s/ Alan T. G. WixAlan T. G. Wix           |  | Director                                                                                                   |  | March 16, 2005







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INDEX TO EXHIBITS



|           |  |                                                                                                                                                                                                                                                                     
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | 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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|           |  |                                                                                                                                                                 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | 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.
|- | -----------------------



|+ | Exhibits previously filed.
|- | --------------------------