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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 2

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(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, 2001

                                       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 0-14993

                              CARMIKE CINEMAS, INC.
             (Exact Name of Registrant As Specified in Its Charter)

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<S>                                                                        <C>
                           DELAWARE                                                     58-1469127
(State or Other Jurisdiction of Incorporation or Organization)             (I.R.S. Employer Identification No.)

             1301 FIRST AVENUE, COLUMBUS, GEORGIA                                           31901
           (Address of Principal Executive Offices)                                     (Zip Code)
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                                 (706) 576-3400
              (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 $.03 PER SHARE



The Registrant hereby files this Amendment No. 2 on Form 10-K/A to further amend
its Annual Report on Form 10-K for the fiscal year ended December 31, 2001 for
the purpose of adding to the information previously provided in Part III, Item
10.

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                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Item 10 of the Registrant's Form 10-K for the year ended December 31,
2001 is amended to add the following information concerning its directors and
officers:

         On April 26, 2002, Roland C. Smith became a director of the Registrant.
Mr. Smith was President and Chief Executive Officer of AMF Bowling Worldwide,
Inc. and its indirect parent AMF Bowling, Inc. when the companies filed
voluntary petitions for relief under Chapter 11 of the Federal Bankruptcy Code
in the United States Bankruptcy Court for the District of Delaware on July 2,
2001 and July 30, 2001, respectively. AMF Bowling Worldwide emerged from
bankruptcy on March 8, 2002.

         Philip A. Smitley was Assistant Vice President and Controller of the
Registrant when, on March 26, 2002, he filed a personal voluntary petition for
relief under Chapter 7 of the Federal Bankruptcy Code in the United States
Bankruptcy Court for the Middle District of Alabama.


                                   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.





                               CARMIKE CINEMAS, INC.

Date:  May 23, 2002                By: /s/ Martin A. Durant
                                       ----------------------------------------
                                           Martin A. Durant,
                                           Senior Vice President, Treasurer and
                                           Chief Financial Officer


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