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                                                                     EXHIBIT 3.2

                             CARMIKE CINEMAS, INC.

                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
         RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF
            5.5% SERIES A SENIOR CUMULATIVE CONVERTIBLE EXCHANGEABLE
                                PREFERRED STOCK

                       PURSUANT TO SECTION 151(g) OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE


         Carmike Cinemas, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does
hereby certify that pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the Board of Directors of the
Corporation (the "Board of Directors"), in a duly convened meeting thereof on
November 22, 1998, adopted the following resolution, which resolution remains
in full force and effect as of the date hereof:

         WHEREAS, the Board of Directors is authorized, within the limitations
and restrictions stated in the Restated Certificate of Incorporation of the
Corporation, to fix by resolution or resolutions the designation of each series
of Preferred Stock of the Corporation (the "Preferred Stock") and the powers,
preferences and relative, participating, optional or other special rights and
the qualifications, limitations or restrictions thereof, including, without
limiting the generality of the foregoing, such provisions as may be desired
concerning voting, redemption, dividends, dissolution or distribution of
assets, conversion or exchange, and such other subjects or matters as may be
fixed by resolutions of the Board of Directors under the General Corporation
Law of the State of Delaware; and

         WHEREAS, it is the desire of the Board of Directors of the
Corporation, pursuant to its authority as aforesaid, to authorize and fix the
terms of a series of Preferred Stock and the number of shares constituting such
series;

         NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized such
series of Preferred Stock on the terms and with the provisions herein set
forth:

                  1.       Number of Shares; Designation. A total of 550,000
shares of Preferred Stock of the Corporation are hereby designated as 5.5%
Series A Senior Cumulative Convertible Exchangeable Preferred Stock (the
"Series A Preferred Stock").

                  2.       Rank. The Series A Preferred Stock shall, with
respect to payment of dividends, redemption payments and rights upon
liquidation, dissolution or winding up of the


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affairs of the Corporation, (x) rank senior and prior to the Class A Common
Stock, par value $.03 per share, of the Corporation ("Class A Common Stock")
and the Class B Common Stock, par value $.03 per share, of the Corporation
("Class B Common Stock", and together with the Class A Common Stock, "Common
Stock") and to all Junior Dividend Stock (as defined in Section 3(a)) and all
Junior Liquidation Stock (as defined in Section 5(b)) and any other class or
series of capital stock of the Corporation that by its terms ranks junior to
the Series A Preferred Stock as to payment of dividends, redemption payments
and rights upon liquidation, dissolution or winding up of the affairs of the
Corporation, (y) rank on a parity with all Parity Dividend Stock (as defined in
Section 3(a)) and all Parity Liquidation Stock (as defined in Section 5(b)),
and (z) rank junior to all Senior Dividend Stock (as defined in Section 3(d)),
and all Senior Liquidation Stock (as defined in Section 5(b)).

                  3.       Dividends. (a)(i) The holders of the issued and
outstanding shares of the Series A Preferred Stock shall be entitled to
receive, if, as and when declared by the Board of Directors, out of funds
legally available therefor, distributions in the form of cumulative cash
dividends at the annual rate per share of 5.5% (the "Base Rate") of the sum of
(x) the Liquidation Preference (defined in Section 5(a)) and (y) all unpaid
dividends, if any, whether or not declared, from the date of issuance of the
shares of Series A Preferred Stock (the "Closing Date") to the applicable
dividend payment date. Dividends on shares of Series A Preferred Stock shall
accumulate, whether or not declared, on a daily basis from the Closing Date and
shall be payable initially on December 31, 1998 and then quarterly on each
March 31, June 30, September 30, and December 31 thereafter (each, a "Dividend
Payment Date"), except that if any Dividend Payment Date is not a business day
then the Dividend Payment Date shall be on the first immediately succeeding
business day (as used herein, the term "business day" shall mean any day except
a Saturday, Sunday or day on which banking institutions are legally authorized
to close in The City of New York). Dividends shall cease to accumulate in
respect of Series A Preferred Stock on the Redemption Date or the Conversion
Date for such shares, as the case may be, unless, in the case of a Redemption
Date, the Corporation fails to pay the amounts necessary for such redemption or
repurchase (including any unpaid dividends required to be paid at such time)
or, in the case of a Conversion Date, the Corporation fails to deliver
certificates representing Class A Common Stock issuable upon such conversion
within three business days of the Conversion Date or to make any payment with
respect to any unpaid dividends required to be paid at such time, as the case
may be, in which cases dividends shall continue to accumulate from the
Redemption Date or the Conversion Date, as the case may be, at a rate of 8.5%
per annum (the "Default Dividend Rate") until such payment and/or delivery is
made. If requested in writing by any holder not less than five days prior to
any Dividend Payment Date, the Corporation shall pay the amount of any dividend
so declared with respect to such Dividend Payment Date by means of wire
transfer to an account specified by the holder in such notice.

                                    (ii)     All dividend payments paid with
                  respect to shares of Series A Preferred Stock shall be paid
                  pro rata to the holders entitled thereto.

                                    (iii)    If any dividend payable on any
                  Dividend Payment Date, together with all unpaid dividends in
                  respect of prior periods, is not declared and paid in full in
                  cash on such Dividend Payment Date, as provided in Section
                  3(a)(i), then until such time as all accumulated and unpaid
                  dividends have been declared and paid in full, shares of
                  Series A Preferred Stock shall accumulate dividends at the


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                  Default Dividend Rate rather than the Base Rate (all such
                  dividends, "Default Dividends"). All references herein to
                  "unpaid dividends" shall be deemed to include any unpaid
                  Default Dividends.

                                    (iv)     Dividends to be paid on any
                  Dividend Payment Date shall be paid to the holders of record
                  of shares of the Series A Preferred Stock as they appear on
                  the stock register of the Corporation at the close of
                  business on such record dates (each, a "Dividend Payment
                  Record Date"), which shall be not more than 40 days nor fewer
                  than 10 days preceding each Dividend Payment Date thereof, as
                  shall be fixed by the Board of Directors of the Corporation.
                  Default Dividends shall be declared and paid at any time as
                  of which funds legally available therefor are available to
                  the Corporation, without reference to any regular Dividend
                  Payment Date, to the holders of record on such date, not
                  exceeding 20 days nor fewer than 10 days preceding the date
                  on which dividends in arrears will be paid, as may be fixed
                  by the Board of Directors of the Corporation.

                                    v)       Holders of shares of the Series A
                  Preferred Stock shall be entitled to receive dividends in
                  preference to and in priority over dividends upon the Common
                  Stock and any other series or class of the Corporation's
                  capital stock that ranks junior as to dividends to the Series
                  A Preferred Stock (such stock, including the Common Stock
                  "Junior Dividend Stock") and shall be on a parity as to
                  dividends with any series or class of the Corporation's
                  capital stock that does not rank senior or junior as to
                  dividends with the Series A Preferred Stock ("Parity Dividend
                  Stock"). The holders of shares of the Series A Preferred
                  Stock shall not be entitled to any dividends in excess of
                  full cumulative dividends (including Default Dividends), as
                  herein provided.

                  (b)      In the event (i) the aggregate amount of unpaid 
dividends at any time exceeds twice the amount that would otherwise be payable
on a Dividend Payment Date assuming no arrearages from previous periods), or
(ii) the Corporation shall otherwise materially violate or be in material
breach of any material provision hereof or any material provision of Article 9
or Article 10 of the Stock Purchase Agreement (as defined in Section 8(a)) and
such violation or breach shall remain uncured for a period of 30 days after the
Corporation becomes aware of or receives notice of such violation or breach,
then, in addition to any other rights that may otherwise be available to
holders of Series A Preferred Stock pursuant to this Certificate of
Designations or the Restated Certificate of Incorporation of the Corporation,
and notwithstanding any other provision of the Restated Certificate of
Incorporation to the contrary, the total number of directors of the Corporation
shall be increased by two, and the holders of Series A Preferred Stock, voting
together as a single class, shall by affirmative vote of holders of a plurality
of the total number of shares of Series A Preferred Stock voting thereon, be
entitled to elect, at a meeting of such stockholders or by written consent in
lieu thereof, to the Board of Directors of the Corporation two additional
directors (the "Dividend Default Directors") (which directors shall be in
addition to, and not in lieu of, any Purchaser Designees (as defined in the
Stock Purchase Agreement) and which directors shall each be required to satisfy
any qualifications existing under applicable law and shall be entitled to all
rights of voting and participation as are directors of the Corporation
generally), and shall be entitled, by affirmative vote of holders of a majority
of the total number of shares of Series A Preferred Stock then outstanding or
by written


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consent in lieu thereof, at any time to remove any director so elected. Any 
other provision of this Certificate of Designations or the Restated Certificate
of Incorporation or By-Laws of the Corporation notwithstanding, no Dividend
Default Director may be removed except in the manner provided for in this
paragraph. Vacancies among the Dividend Default Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled at any time, but only by the affirmative vote of holders of a
plurality of the total number of shares of Series A Preferred Stock then
outstanding, voting together as a single class, or by written consent in lieu
thereof, and any director so chosen shall hold office for a term expiring on
the date the term of office of the director such newly-elected director shall
have replaced would have expired. At any time during which the holders of
Series A Preferred Stock are entitled to elect Dividend Default Directors, in
the event the Corporation declares and pays in cash all theretofore unpaid
Default Dividends and cures any failure, violation or breach referred to in
clause (ii) above, then the term of any Dividend Default Director then in
office shall be deemed to have expired as of the time such payment is made or
breach is cured, and the total number of directors of the Corporation shall be
reduced by the number of Dividend Default Directors then in office whose term
shall have expired and the holders of Series A Preferred Stock shall cease to
have any rights hereunder to elect Dividend Default Directors, in each case,
unless and until one or more of the conditions specified in clauses (i) and
(ii) hereof shall recur.

                  (c)      So long as any shares of the Series A Preferred 
Stock are outstanding, the Corporation shall not declare, pay or set apart for
payment any dividend on any of the Common Stock or other Junior Dividend Stock
or make any payment on account of, or set apart for payment money for a sinking
or other similar fund for, the purchase, redemption or other retirement of, any
of the Common Stock or other Junior Dividend Stock or any warrants, rights,
calls or options exercisable for or convertible into any of the Common Stock or
other Junior Dividend Stock, or make any distribution in respect thereof,
either directly or indirectly, and whether in cash, obligations or shares of
the Corporation or other property (other than distributions or dividends in
Common Stock or other Junior Dividend Stock to the holders of Common Stock or
other Junior Dividend Stock), and shall not permit any corporation or other
entity directly or indirectly controlled by the Corporation to purchase or
redeem any of the Common Stock or other Junior Dividend Stock or any warrants,
rights, calls or options exercisable for or convertible into any of the Junior
Dividend Stock unless, all unpaid dividends (including Default Dividends) on
the Series A Preferred Stock shall have been paid.

                  (d)      If at any time the Corporation issues (in accordance
with Section 8(c)(ii)) any class or series of capital stock ranking senior and
prior to the Series A Preferred Stock with respect to the payment of dividends
("Senior Dividend Stock") and fails to pay or declare and set apart for payment
accrued and unpaid dividends on such Senior Dividend Stock, in whole or in
part, then (except to the extent allowed by the terms of the Senior Dividend
Stock) no dividend paid in cash shall be paid or declared and set apart for
payment on the Series A Preferred Stock unless and until all accrued and unpaid
dividends with respect to the Senior Dividend Stock shall have been paid or
declared and set apart for payment, without interest. Except as provided in
Section 3(e) below, no dividends shall be paid or declared and set apart for
payment on any Parity Dividend Stock for any period unless the Corporation has
paid or declared and set apart for payment, or contemporaneously pays or
declares and sets apart for payment, on the Series A Preferred Stock all unpaid
dividends for all dividend payment periods terminating on or prior to the date
of payment of such dividends. Except as provided in Section 3(e) below, no
dividends


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paid in cash shall be paid or declared and set apart for payment on the Series
A Preferred Stock for any period unless the Corporation has paid or declared
and set apart for payment, or contemporaneously pays or declares and sets apart
for such payment, on any Parity Dividend Stock all accrued and unpaid dividends
for all dividend payment periods terminating on or prior to the date of payment
of such dividends.

                  (e)      If at any time the Corporation has failed to pay
any unpaid dividends on any shares of Series A Preferred Stock on any Dividend
Payment Date or on any Parity Dividend Stock on a stated payment date, as the
case may be, the Corporation shall not:

                                    (i)      purchase any shares of the Series
                  A Preferred Stock or Parity Dividend Stock (except for a
                  consideration payable in Common Stock or other Junior
                  Dividend Stock) or redeem fewer than all of the shares of the
                  Series A Preferred Stock and Parity Dividend Stock then
                  outstanding except for (x) the repurchase or redemption of
                  shares of the Series A Preferred Stock made pro rata among
                  the holders of the shares of the Series A Preferred Stock
                  then outstanding and (y) the repurchase or redemption made
                  pro rata with respect to all shares of the Series A Preferred
                  Stock and Parity Dividend Stock then outstanding so that the
                  amounts repurchased or redeemed shall in all cases bear to
                  each other the same ratio that, at the time of the repurchase
                  or redemption, the aggregate Liquidation Preference of all of
                  the Series A Preferred Stock and of the other Parity Dividend
                  Stock then outstanding, respectively, bear to each other; or

                                    (ii)     permit any corporation or other
                  entity directly or indirectly controlled by the Corporation
                  to purchase any Common Stock, Junior Dividend Stock, shares
                  of the Series A Preferred Stock or Parity Dividend Stock,
                  except to the same extent that the Corporation could purchase
                  such shares.

                  Unless and until all unpaid dividends in respect of prior
dividend payment periods on shares of the Series A Preferred Stock and any
Parity Dividend Stock at the time outstanding have been paid in full, all
dividends paid by the Corporation upon shares of the Series A Preferred Stock
or Parity Dividend Stock shall be declared pro rata with respect to all shares
of the Series A Preferred Stock and Parity Dividend Stock then outstanding, so
that the amounts of any dividends declared on shares of the Series A Preferred
Stock and on the Parity Dividend Stock shall in all cases bear to each other
the same ratio that, at the time of the declaration, all unpaid dividends in
respect of prior dividend payment periods on shares of the Series A Preferred
Stock and the other Parity Dividend Stock, respectively, bear to each other.

                  4.       Redemption. (a) (i) General. Except as provided in
this Section 4, shares of the Series A Preferred Stock shall not be redeemable
by the Corporation.

                                    (ii)     Optional Redemption. From and 
                  after the date that is the third anniversary of the Closing
                  Date, the Corporation, at its option, may within 45 days of
                  any 150% Date (as defined below) redeem shares of Series A
                  Preferred Stock, in whole or in part, in the sole discretion
                  of the Board of Directors, to the extent it has funds legally
                  available therefor, at the redemption price of 100% of the
                  Liquidation Preference thereof, plus an amount equal to the
                  unpaid dividends


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                  thereon, if any, whether or not declared, to the redemption
                  date (each such date, a "Redemption Date"). A "150% Date"
                  shall be any date as of which the Closing Price of the Class
                  A Common Stock equals or exceeds 150% of the Conversion Price
                  then in effect on at least 20 of the 30 trading days
                  immediately preceding such date and as of such date. As used
                  herein, the "Closing Price" of any security on any day means
                  the last reported sale price regular way on such day or, in
                  the case no such sale takes place on such day, the average of
                  the reported closing bid and asked prices regular way of the
                  Common Stock, in each case on the New York Stock Exchange,
                  Inc. (the "NYSE") or, if not listed or admitted to trading on
                  such exchange, as listed or quoted on the American Stock
                  Exchange ("AMEX") or The Nasdaq Stock Market, Inc.'s National
                  Market ("Nasdaq"). No redemption shall be permitted pursuant
                  to this subsection (ii) at any time during which the Class A
                  Common Stock is not listed or admitted to trading on one of
                  the NYSE, AMEX or Nasdaq.

                                    (iii)    Payment of Redemption Price. The
                  amount of the redemption price on any shares of Series A
                  Preferred Stock redeemed, on any redemption provided for
                  herein, whether allocable to the Liquidation Preference
                  thereon or to any unpaid dividends to be paid on the shares
                  of Series A Preferred Stock redeemed on such Redemption Date,
                  shall be paid in cash.

                  (b)      Not less than 15 days nor more than 45 days (such 
date as fixed by the Board of Directors of the Corporation is referred to
herein as the "Redemption Record Date") prior to the date fixed for any
redemption of shares of the Series A Preferred Stock pursuant to this Section
4, a notice specifying the time and place of the redemption and the number of
shares to be redeemed shall be given by first class mail, postage prepaid, to
the holders of record on the Redemption Record Date of the shares of the Series
A Preferred Stock to be redeemed at their respective addresses as the same
shall appear on the books of the Corporation, calling upon each holder of
record to surrender to the Corporation on the Redemption Date at the place
designated in the notice such holder's certificate or certificates representing
the number of shares specified in the notice of redemption. Neither failure to
mail such notice, nor any defect therein or in the mailing thereof, to any
particular holder shall affect the sufficiency of the notice or the validity of
the proceedings for redemption with respect to the other holders. Any notice
mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice. On or after the
Redemption Date, each holder of shares of Series A Preferred Stock to be
redeemed shall present and surrender such holder's certificate or certificates
for such shares to the Corporation at the place designated in the redemption
notice and thereupon the redemption price of the shares, and any unpaid
dividends thereon to the Redemption Date, shall be paid to or on the order of
the person whose name appears on such certificate or certificates as the owner
thereof, and each surrendered certificate shall be canceled. In case fewer than
all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.

                  (c)      If a notice of redemption has been given pursuant to
this Section 4 and if, on or before the Redemption Date, the funds necessary
for such redemption (including all dividends on the shares of Series A
Preferred Stock to be redeemed that will accumulate to the Redemption Date)
shall have been set aside by the Corporation, separate and apart from its other


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funds, in trust for the pro rata benefit of the holders of the shares of Series
A Preferred Stock so called for redemption, then, notwithstanding that any
certificates for such shares of Series A Preferred Stock have not been
surrendered for cancellation, on the Redemption Date dividends shall cease to
accumulate on the shares of the Series A Preferred Stock to be redeemed and the
holders of such shares shall cease to be stockholders with respect to those
shares, shall have no interest in or claims against the Corporation by virtue
thereof and shall have no voting or other rights with respect thereto, except
the conversion rights provided in subsection (d) of this Section 4 and Section
6 below and the right to receive the monies payable upon such redemption,
without interest thereon, upon surrender (and endorsement, if required by the
Corporation) of their certificates, and the shares of Series A Preferred Stock
evidenced thereby shall no longer be outstanding. Subject to applicable escheat
laws, any monies so set aside by the Corporation and unclaimed at the end of
four years from the Redemption Date shall revert to the general funds of the
Corporation, after which reversion the holders of such shares so called for
redemption shall look only to the general funds of the Corporation for the
payment of the redemption price, without interest. Any interest accrued on
funds so deposited shall belong to the Corporation and be paid thereto from
time to time.

                  (d)       If a notice of redemption has been given pursuant
to this Section 4 and any holder of shares of Series A Preferred Stock shall,
prior to the close of business on the business day immediately preceding the
Redemption Date, give written notice to the Corporation pursuant to Section 6
below of the conversion of any or all of the shares to be redeemed held by the
holder, then such redemption shall not become effective as to such shares to be
converted and such conversion shall become effective as provided in Section 6
below, whereupon any funds deposited by the Corporation for the redemption of
such shares shall (subject to any right of the holder of such shares to receive
the dividend payable thereon as provided in Section 6 below) immediately upon
such conversion be returned to the Corporation or, if then held in trust by the
Corporation, shall automatically and without further corporate action or notice
be discharged from the trust.

                  (e)      In every case of redemption of fewer than all of the
outstanding shares of the Series A Preferred Stock pursuant to this Section 4,
the shares to be redeemed shall be selected pro rata, provided that only whole
shares shall be selected for redemption.

                  5.       Liquidation. (a) In the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation, the
holders of the Series A Preferred Stock shall be entitled to receive $100.00
per share (the "Liquidation Preference"), plus an amount equal to the unpaid
dividends thereon, if any, whether or not declared, to the payment date.

                  (b)      In the event of any voluntary or involuntary 
liquidation, dissolution or winding-up of the Corporation, the holders of
shares of Series A Preferred Stock (i) shall not be entitled to receive the
Liquidation Preference of the shares held by them until payment in full or
provision has been made for the payment of all claims of creditors of the
Corporation and the liquidation preference of any class or series of capital
stock ranking senior to the Series A Preferred Stock with respect to redemption
rights and rights upon liquidation, dissolution or winding up of the affairs of
the Corporation ("Senior Liquidation Stock" and together with the Senior
Dividend Stock, the "Senior Stock"), plus accrued and unpaid dividends thereon,
if any,


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whether or not declared, to the payment date, shall have been paid in
full and (ii) shall be entitled to receive the Liquidation Preference of such
shares held by them, plus unpaid dividends thereon, if any, whether or not
declared, to the payment date, in preference to and in priority over any
distributions upon the Common Stock and any other series or class of the
Corporation's capital stock that ranks junior to the Series A Preferred Stock
as to redemption rights and rights upon liquidation, dissolution or winding up
of the affairs of the Corporation ("Junior Liquidation Stock" and together with
the Junior Dividend Stock, the "Junior Stock"). Upon payment in full of the
Liquidation Preference (plus unpaid dividends thereon, if any, whether or not
declared, to the payment date) to which the holders of shares of the Series A
Preferred Stock are entitled, the holders of shares of the Series A Preferred
Stock shall not be entitled to any further participation in any distribution of
assets by the Corporation. Subject to clause (i) above, if the assets of the
Corporation are not sufficient to pay in full the Liquidation Preference (plus
unpaid dividends thereon) payable to the holders of shares of the Series A
Preferred Stock and the liquidation preference payable to the holders of any
series or class of the Corporation's capital stock, outstanding on the date
hereof or hereafter issued, that ranks on a parity with the Series A Preferred
Stock as to redemption rights and rights upon liquidation, dissolution or
winding up of the affairs of the Corporation ("Parity Liquidation Stock" and
together with the Parity Dividend Stock, the "Parity Stock"), the holders of
all such shares shall share ratably in proportion to the full respective
preferential amounts payable on such shares in any distribution.

                  (c)     For the purposes of this Section 5, neither the sale
of all or substantially all of the assets of the Corporation nor the
consolidation or merger of the Corporation with or into any other entity shall
be deemed to be a voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, unless such sale, consolidation or merger shall
be in connection with a plan of liquidation, dissolution or winding up of the
Corporation.

                  6.       Optional Conversion. (a) Holders of shares of Series
A Preferred Stock may, at any time after the first anniversary of the Closing
Date, convert shares of Series A Preferred Stock, unless previously redeemed,
into a number of shares of Class A Common Stock calculated by dividing, for
each share of Series A Preferred Stock to be converted, (1) the Liquidation
Preference by (2) $25.00, subject to adjustment as described below in Section
6(f) (the "Conversion Price"). If more than one share of Series A Preferred
Stock shall be surrendered for conversion at one time by the same record
holder, the number of full shares of Class A Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series A Preferred Stock so surrendered. In the case of shares of
Series A Preferred Stock called for redemption, conversion rights shall expire
at the close of business on the business day immediately preceding the
Redemption Date. The holders of shares of Series A Preferred Stock that convert
such shares into shares of Class A Common Stock shall be entitled to receive
any unpaid dividends accumulating through the Conversion Date.

                  (b)      Any holder of shares of Series A Preferred Stock 
electing to convert the shares or any portion thereof in accordance with
Section 6(a) above shall give written notice (a "Conversion Notice") to the
Corporation (which notice may be given by facsimile transmission) that such
holder elects to convert the same and shall state therein the number of shares
of Series A Preferred Stock to be converted and the name or names in which such
holder wishes the certificate or certificates for shares of Class A Common
Stock to be issued. Promptly thereafter, the holder shall surrender the
certificate or certificates of shares of Series A Preferred Stock to be


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<PAGE>   9

converted, duly endorsed, at the office of the Corporation or any transfer
agent for such shares, or at such other place designated by the Corporation,
provided that the Corporation shall at all times maintain an office or agency
in The City of New York for such purposes. The Corporation shall, within three
business days of receipt of such Conversion Notice, issue and deliver to or
upon the order of such holder, against delivery of the certificates
representing the shares of Series A Preferred Stock that have been converted, a
certificate or certificates for the number of shares of Class A Common Stock to
which such holder shall be entitled (in the number(s) and denomination(s)
designated by such holder), and the Corporation shall deliver to such holder a
certificate or certificates for the number of shares of Series A Preferred
Stock that such holder has not elected to convert. The conversion right with
respect to any shares of Series A Preferred Stock shall be deemed to have been
exercised at the date upon which the Conversion Notice is received by the
Corporation (the "Conversion Date"), and the person or persons entitled to
receive the Class A Common Stock issuable upon conversion shall be treated for
all purposes as the record holder or holders of such Class A Common Stock upon
that date; provided, however, that nothing in this sentence shall relieve the
Corporation of its obligation to deliver to the person or persons entitled to
receive the Class A Common Stock issuable upon conversion certificates therefor
(and the payment required by Section 6(d), if applicable), or its obligation,
if any, to pay any dividends accumulating after the Conversion Date pursuant to
Section 3(a)(i) above.

                  (c)      No fractional shares of Class A Common Stock shall 
be issued upon conversion of shares of Series A Preferred Stock. Instead of any
fractional share of Class A Common Stock otherwise issuable upon conversion of
any shares of Series A Preferred Stock, the Corporation shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the Closing Price of the Class A Common Stock on the Conversion Date. In the
absence of a Closing Price, the Board of Directors shall in good faith
determine the current market price on such basis as it reasonably considers
appropriate and such current market price shall be used to calculate the cash
adjustment; provided that in no case shall such current market price be less
than the Conversion Price then in effect.

                  (d)      If a holder converts shares of Series A Preferred 
Stock, the Corporation shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of Class A Common Stock upon the conversion or
due upon the issuance of a new certificate or certificates for any shares of
Series A Preferred Stock not converted. The holder, however, shall pay any such
tax that is due because any such shares of the Class A Common Stock or of the
Series A Preferred Stock are issued in a name other than the name of the
holder.

                  (e)      The Corporation shall at all times keep reserved out
of its authorized but unissued Class A Common Stock a sufficient number of
shares of Class A Common Stock to permit the conversion of all of the
then-outstanding shares of Series A Preferred Stock. For the purposes of this
Section 6(e), the full number of shares of Class A Common Stock then issuable
upon the conversion of all then-outstanding shares of Series A Preferred Stock
shall be computed as if at the time of computation all outstanding shares of
Series A Preferred Stock were held by a single holder. The Corporation shall
from time to time, in accordance with the laws of the State of Delaware and its
Certificate of Incorporation, increase the authorized amount of its Class A
Common Stock if at any time the authorized amount of its Class A Common Stock
remaining unissued shall not be sufficient to permit the conversion of all
shares of Series A Preferred Stock at the time outstanding. All shares of Class
A Common Stock issued upon conversion of the


                                      -9-
<PAGE>   10

shares of Series A Preferred Stock shall be validly issued, fully paid,
nonassessable and free and clear of any mortgage, deed of trust, pledge,
hypothecation, assignment, encumbrance, lien (statutory or other), restriction
or other security interest of any kind or nature whatsoever (collectively,
"Liens"), other than any such Liens imposed by the holder to whom such shares
are issued or such person's creditors.

                  (f)      The Conversion Price shall be subject to adjustment
as follows:

                                    (i)      In case the Corporation shall (A)
                  pay a dividend on any class of its capital stock in shares of
                  any class of Common Stock, (B) subdivide the outstanding
                  shares of any class of Common Stock into a greater number of
                  shares or (C) combine the outstanding shares of any class of
                  Common Stock into a smaller number of shares, the Conversion
                  Price in effect immediately prior thereto shall be adjusted
                  by multiplying the Conversion Price at which the shares of
                  Series A Preferred Stock were theretofore convertible by a
                  fraction of which the denominator shall be the number of
                  shares of Common Stock outstanding immediately following such
                  action and of which the numerator shall be the number of
                  shares of Common Stock outstanding immediately prior thereto.
                  Such adjustment shall be made whenever any event listed above
                  shall occur and shall become effective retroactively
                  immediately after the record date in the case of a dividend
                  and immediately after the effective date in the case of a
                  subdivision or combination. 


                                    (ii)     In case the Corporation
                  shall issue rights or warrants to any Person (including
                  holders of its Common Stock) entitling such Person or Persons
                  to subscribe for or purchase shares of Common Stock at a
                  price per share less than the Current Market Price (as
                  defined below) per share of Class A Common Stock on the date
                  of issuance, or in case the Corporation shall issue to any
                  Person (including holders of its Common Stock) other
                  securities convertible into or exchangeable for Common Stock
                  for a consideration per share of Common Stock deliverable
                  upon conversion or exchange thereof less than the Current
                  Market Price per share of Class A Common Stock on the date of
                  issuance, then the Conversion Price in effect immediately
                  prior thereto shall be adjusted as provided below so that the
                  Conversion Price therefor shall be equal to the price
                  determined by multiplying (A) the Conversion Price at which
                  shares of Series A Preferred Stock were theretofore
                  convertible by (B) a fraction of which (x) the denominator
                  shall be the sum of (1) the number of shares of Common Stock
                  outstanding on the date of issuance of the convertible or
                  exchangeable securities, rights or warrants and (2) the
                  number of additional shares of Common Stock offered for
                  subscription or purchase, or issuable upon such conversion or
                  exchange, and (y) the numerator shall be the sum of (1) the
                  number of shares of Common Stock outstanding on the date of
                  issuance of such convertible or exchangeable securities,
                  rights or warrants and (2) the number of additional shares of
                  Class A Common Stock which the aggregate offering price of
                  the number of shares of Common Stock so offered would
                  purchase at the Current Market Price per share of Class A
                  Common Stock. Such adjustment shall be made whenever such
                  convertible or exchangeable securities, rights or warrants
                  are issued, and shall become effective immediately


                                     -10-
<PAGE>   11

                  after the date of issuance of such securities. In the event
                  the price per share of Common Stock deliverable upon exercise
                  of any outstanding right or warrant to purchase or subscribe
                  for Common Stock, or upon conversion or exchange of any
                  securities convertible into or exchangeable for shares of
                  Common Stock, is adjusted or amended to an amount less than
                  the Current Market Price per share of Class A Common Stock as
                  of the date of such adjustment or amendment, then the
                  Conversion Price in effect immediately prior thereto shall be
                  adjusted as provided in the immediately preceding sentence as
                  if such right, warrant or convertible or exchangeable
                  security were newly issued by the Corporation on the date of
                  such adjustment or amendment. The foregoing notwithstanding,
                  upon the expiration of any right or warrant to purchase
                  Common Stock, the issuance of which resulted in an adjustment
                  in the Conversion Price pursuant to this Section 6(f)(ii), if
                  any such right or warrant shall expire and shall not have
                  been exercised, the Conversion Price shall be recomputed
                  immediately upon such expiration and effective immediately
                  upon such expiration shall be increased to the price it would
                  have been (but reflecting any other adjustments to the
                  Conversion Price made pursuant to the provisions of this
                  Section 6(f) after the issuance of such rights or warrants)
                  had the adjustment of the Conversion Price made upon the
                  issuance of such rights or warrants been made on the basis of
                  offering for subscription or purchase only that number of
                  shares of Common Stock actually purchased upon the exercise
                  of such rights or warrants. No further adjustment shall be
                  made upon exercise of any right, warrant, convertible
                  security or exchangeable security if any adjustment shall
                  have been made upon issuance of such security. As used
                  herein, the "Current Market Price" for a given date shall
                  mean the average of the Closing Price of the Common Stock as
                  reported in The Wall Street Journal or other reputable
                  financial news source, for the 20 consecutive trading days
                  immediately preceding such date; provided, however, that with
                  respect to options issued pursuant to duly adopted stock
                  option or other plans of the Corporation pursuant to which
                  options to purchase capital stock of the Corporation may be
                  issued to employees and directors of the Corporation or of
                  affiliates under the Corporation's control ("Corporation
                  Option Plans"), each reference to "Current Market Price" in
                  this subsection (ii) shall be deemed to be a reference to the
                  current market price or fair market value of the Class A
                  Common Stock or similar concept as such term or concept is
                  used in the applicable Corporation Option Plan for
                  determining the fair market value of such stock at the time
                  of grant.

                                    (iii)    In case the Corporation shall pay
                  a dividend or make a distribution to all holders of any class
                  of its Common Stock (including any dividend or distribution
                  paid in connection with a consolidation or merger in which
                  the Corporation is the continuing corporation) of any shares
                  of capital stock of the Corporation or its subsidiaries
                  (other than in shares of Common Stock) or evidences of its
                  indebtedness or assets or cash (excluding dividends or
                  distributions in connection with the liquidation, dissolution
                  or winding up of the Corporation) or rights or warrants to
                  subscribe for or purchase any of its securities or those of
                  its subsidiaries or securities convertible or exchangeable
                  for Common Stock (excluding those securities referred to in
                  Section 6(f)(ii) above), then in each such case the
                  Conversion Price in effect immediately prior thereto shall be


                                     -11-
<PAGE>   12

                  adjusted as provided below so that the Conversion Price
                  thereafter shall be equal to the price determined by
                  multiplying (A) the Conversion Price in effect on the record
                  date mentioned below by (B) a fraction, the numerator of
                  which shall be the Current Market Price per share of Class A
                  Common Stock on the record date mentioned below less the then
                  fair market value (as determined in good faith by the Board
                  of Directors of the Corporation, which determination shall be
                  conclusive) as of such record date of the cash, assets,
                  evidences of indebtedness or securities so paid with respect
                  to one share of Common Stock, and the denominator of which
                  shall be the Current Market Price per share of Class A Common
                  Stock on such record date; provided, however, that in the
                  event the then fair market value (as so determined) so paid
                  with respect to one share of Common Stock is equal to or
                  greater than the Current Market Price per share of Common
                  Stock on the record date mentioned above, in lieu of the
                  foregoing adjustment, adequate provision shall be made so
                  that each holder of shares of the Series A Preferred Stock
                  shall have the right to receive the amount and kind of
                  assets, evidences of indebtedness, or securities such holder
                  would have received had such holder converted each such share
                  of Series A Preferred Stock immediately prior to the record
                  date for such dividend. Such adjustment shall be made
                  whenever any such payment is made, and shall become effective
                  retroactively immediately after the record date for the
                  determination of stockholders entitled to receive the
                  payment.

                                    (iv)     In case the Corporation shall
                  purchase, redeem or otherwise acquire any shares of Common
                  Stock at a price per share greater than the Current Market
                  Price per share of such Common Stock on the date of such
                  event, or in case the Corporation shall purchase, redeem or
                  otherwise acquire other securities convertible into or
                  exchangeable for Common Stock for a consideration per share
                  of Common Stock into which such security is convertible or
                  exchangeable greater than the Current Market Price of a share
                  of Class A Common Stock on the date of such event, then the
                  Conversion Price in effect immediately prior thereto shall be
                  adjusted as provided below so that the Conversion Price
                  therefor shall be equal to the price determined by
                  multiplying (A) the Conversion Price at which shares of
                  Series A Preferred Stock were theretofore convertible by (B)
                  a fraction of which (x) the denominator shall be the Current
                  Market Price per share of Class A Common Stock on the date of
                  such event, and (y) the numerator shall be the Current Market
                  Price per share of Class A Common Stock on the date of such
                  event less the difference between (1) the consideration paid
                  by the Corporation per share of Common Stock (or, in the case
                  of securities convertible into or exchangeable for Common
                  Stock, the consideration per share of Common Stock into which
                  such security is convertible or exchangeable) purchased,
                  redeemed or acquired in such event and (2) the Current Market
                  Price per share of Class A Common Stock on the date of such
                  event. Such adjustment shall be made whenever such Common
                  Stock is issued or sold, and shall become effective
                  immediately after the issuance or sale of such securities;
                  provided, however, that no adjustment shall be made pursuant
                  to this subsection (iv) if holders of a majority of the
                  Series A Preferred Stock consent in advance to the event that


                                     -12-
<PAGE>   13

                  would otherwise give rise to such adjustment occurring
                  without such Conversion Price adjustment.

                           (v) In case the Corporation shall issue or sell any
                  shares of Common Stock at a price per share below the Current
                  Market Price per share of Common Stock on the date the
                  Corporation commits or agrees to such sale or issuance, then
                  the Conversion Price in effect immediately prior thereto
                  shall be adjusted as provided below so that the Conversion
                  Price therefor shall be equal to the price determined by
                  multiplying (A) the Conversion Price at which shares of
                  Series A Preferred Stock were theretofore convertible by (B)
                  a fraction of which (x) the denominator shall be the sum of
                  (1) the number of shares of Common Stock outstanding on the
                  date of issuance or sale of such shares of Common Stock and
                  (2) the number of additional shares of Common Stock offered
                  for sale or subject to issuance, and (y) the numerator shall
                  be the sum of (1) the number of shares of Common Stock
                  outstanding on the date of issuance or sale of such shares of
                  Common Stock and (2) the number of additional shares of Class
                  A Common Stock which the aggregate offering price of the
                  number of shares of Common Stock so offered or issued would
                  purchase at the Current Market Price per share of Class A
                  Common Stock. Such adjustment shall be made whenever such
                  Common Stock is issued or sold, and shall become effective
                  immediately after the issuance or sale of such securities;
                  provided, however, that the provisions of this subparagraph
                  shall not apply to (1) shares of Class A Common Stock issued
                  upon conversion of shares of Series A Preferred Stock, (2)
                  shares of Class A Common Stock issued upon conversion of
                  shares of Class B Common Stock, (3) shares of Class A Common
                  Stock issued upon conversion of options issued or granted
                  pursuant to Corporation Option Plans, or (4) shares of Common
                  Stock issued in a bona fide public offering to or through a
                  nationally recognized investment banking firm in which
                  affiliates (as defined in the rules of the Securities and
                  Exchange Commission promulgated under the Securities Exchange
                  Act of 1934, as amended) of the Corporation (other than the
                  Purchasers (as defined in the Stock Purchase Agreement (as
                  defined below)) and Persons controlling the Purchasers)
                  purchase less than 10% of the shares sold in such offering.

                                    (vi)     No adjustment in the Conversion
                  Price shall be required unless the adjustment would require
                  an increase or decrease of at least 1% in the Conversion
                  Price then in effect; provided, however, that any adjustments
                  that by reason of this Section 6(f)(vi) are not required to
                  be made shall be carried forward and taken into account in
                  any subsequent adjustment. All calculations under this
                  Section 6(f) shall be made to the nearest cent.

                                    (vii)    In the event that at any time the
                  holder of any share of Series A Preferred Stock thereafter
                  surrendered for conversion shall become entitled to receive
                  any shares of the Corporation other than shares of the Common
                  Stock, thereafter the number of such other shares so
                  receivable upon conversion of any share of Series A Preferred
                  Stock shall be subject to adjustment from time to time in a
                  manner and on terms as nearly equivalent as practicable to
                  the provisions with respect to the Common Stock contained in
                  Section 6(f), and the other provisions


                                     -13-
<PAGE>   14

                  of this Section 6 with respect to the Common Stock shall
                  apply on like terms to any such other shares.

                                    (viii)   Whenever the Conversion Price is
                  adjusted, as herein provided, the Corporation shall promptly
                  file with the transfer agent for the Series A Preferred
                  Stock, if any, a certificate of an officer of the Corporation
                  setting forth the Conversion Price after the adjustment and
                  setting forth a brief statement of the facts requiring such
                  adjustment and a computation thereof (each, a "Conversion
                  Certificate") and promptly thereafter the Corporation shall
                  cause a notice of the adjusted Conversion Price to be mailed
                  to each registered holder of shares of Series A Preferred
                  Stock; provided that if there is no transfer agent for the
                  Series A Preferred Stock, then the Corporation shall promptly
                  send a copy of the Conversion Certificate to each holder of
                  record by first class mail, postage pre-paid.

                                    (ix)     In case of any reclassification of
                  the Class A Common Stock, any consolidation of the
                  Corporation with, or merger of the Corporation into, any
                  other entity, any merger of another entity into the
                  Corporation (other than a merger that does not result in any
                  reclassification, conversion, exchange or cancellation of
                  outstanding shares of Common Stock of the Corporation), any
                  sale or transfer of all or substantially all of the assets of
                  the Corporation or any compulsory share exchange pursuant to
                  which share exchange the Class A Common Stock is converted
                  into other securities, cash or other property, then lawful
                  provision shall be made as part of the terms of such
                  transaction whereby the holder of each share of Series A
                  Preferred Stock outstanding immediately prior thereto shall
                  have the right thereafter, during the period such share of
                  Series A Preferred Stock shall be convertible, to convert
                  such share into the kind and amount of securities, cash and
                  other property receivable upon the reclassification,
                  consolidation, merger, sale, transfer or share exchange by a
                  holder of the number of shares of Class A Common Stock of the
                  Corporation into which a share of Series A Preferred Stock
                  would have been convertible immediately prior to the
                  reclassification, consolidation, merger, sale, transfer or
                  share exchange. The Corporation, the person formed by the
                  consolidation or resulting from the merger or which acquires
                  such assets or which acquires the Corporation's shares, as
                  the case may be, shall make provisions in its certificate or
                  articles of incorporation or other constituent document to
                  establish such rights and such rights shall be clearly
                  provided for in the definitive transaction documents relating
                  to such transaction. The certificate or articles of
                  incorporation or other constituent document shall provide for
                  adjustments, which, for events subsequent to the effective
                  date of the certificate or articles of incorporation or other
                  constituent document, shall be as nearly equivalent as may be
                  practicable to the adjustments provided for in this Section
                  6. The provisions of this Section 6(f)(ix) shall similarly
                  apply to successive reclassifications, consolidations,
                  mergers, sales, transfers or share exchanges.

                                    (x)      In the event any Merger Event (as
                  defined below) is proposed or the Corporation enters into any
                  agreement providing for a Merger Event, and the


                                     -14-
<PAGE>   15

                  fair market value of the cash, securities and other property
                  to be received by holders of shares of Class A Common Stock
                  for each share of Class A Common Stock held, or into which
                  shares of Class A Common Stock are to be converted in such
                  event (the "Merger Event Consideration"), is less than the
                  Conversion Price then in effect, then each holder of shares
                  of Series A Preferred Stock may elect to cause all of such
                  holders shares of Series A Preferred Stock to be converted
                  into shares of Class A Common Stock effective immediately
                  prior to the Merger Event on the basis of an adjusted
                  Conversion Price equal to 99% of the aggregate fair market
                  value of the Merger Event Consideration. The Corporation
                  shall not engage in any Merger Event or permit any Merger
                  Event to occur unless not less than 30 days prior to the
                  proposed date of such Merger Event the Corporation shall have
                  sent, by first class mail, postage prepaid, a notice to each
                  holder of Series A Preferred Stock at such holder's address
                  as it appears on the stock books of the Corporation, which
                  notice shall:(i) describe the contemplated Merger Event and
                  indicate the date on which the Merger Event is expected to be
                  consummated; (ii) state the Merger Event Consideration; (iii)
                  inform such holders of their right to effect a conversion
                  pursuant to and in accordance with this subsection in
                  connection with the proposed Merger Event; and (iv) state
                  that holders electing not to convert pursuant to this
                  subsection shall have the rights set forth in subsection (ix)
                  above. The term "Merger Event" shall mean (1) any
                  consolidation of the Corporation with, or merger of the
                  Corporation into, any other entity, (2) any merger of another
                  entity into the Corporation (other than a merger that does
                  not result in any reclassification, conversion, exchange or
                  cancellation of outstanding shares of any class of Common
                  Stock of the Corporation), (3) any sale or transfer of all or
                  substantially all of the assets of the Corporation or (4) any
                  compulsory share exchange pursuant to which share exchange
                  the Class A Common Stock is to be converted into other
                  securities, cash or other property, except, in each of cases
                  (1)-(4), for any such event in which the consideration to
                  be received by holders of Class A Common Stock consists
                  solely of shares of common stock of the acquiring or
                  surviving corporation of such event, which common stock is
                  listed or admitted to trading or quoted on the NYSE, AMEX or
                  Nasdaq. For purposes of this subsection (x), the fair market
                  value of any securities for which a Current Market Price is
                  ascertainable shall be the Current Market Price for such
                  security as of the relevant date, and the fair market value
                  of all other securities and all other assets or property
                  shall be determined in good faith by the Board of Directors
                  of the Corporation.


                  (g)      The Corporation from time to time may reduce the
Conversion Price by any amount for any period of time if the period is at least
20 days and if the reduction is irrevocable during the period. Whenever the
Conversion Price is so reduced, the Corporation shall mail to holders of record
of the Series A Preferred Stock a notice of the reduction at least 15 days
before the date the reduced Conversion Price takes effect, stating the reduced
Conversion Price and the period it will be in effect. A voluntary reduction of
the Conversion Price does not change or adjust the Conversion Price otherwise
in effect for purposes of paragraph 6(f) above.


                                     -15-
<PAGE>   16

                  7.       Status of Shares. All shares of the Series A 
Preferred Stock that are at any time redeemed pursuant to Section 4, converted
pursuant to Section 6 or exchanged pursuant to Section 10 and all shares of the
Series A Preferred Stock that are otherwise reacquired by the Corporation and
subsequently canceled by the Board of Directors of the Corporation shall have
the status of authorized but unissued shares of Preferred Stock, without
designation as to series, subject to reissuance by the Board of Directors of
the Corporation as shares of any one or more other series.

                  8.       Voting Rights. (a) Until expiration or termination 
of the waiting periods under the HSR Act applicable to the purchase of voting
securities of the Corporation by the Purchasers (as defined in the Stock
Purchase Agreement (as defined below)) or the receipt of any necessary
clearance from any appropriate agency or department of the federal government
of the United States charged with enforcing the HSR Act with respect thereto
(the "HSR Clearance Date"), holders of shares of the Series A Preferred Stock
shall have no voting rights. Until the HSR Clearance Date, there shall be
imprinted on all certificates representing shares of Series A Preferred Stock a
legend to the following effect:

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE CARRY NO RIGHT
                  TO VOTE WITH RESPECT TO ANY MATTER UNLESS AND UNTIL THE
                  INITIAL PURCHASERS OF THESE SECURITIES FROM CARMIKE CINEMAS,
                  INC. SHALL HAVE RECEIVED ANY NECESSARY CLEARANCE UNDER THE
                  HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
                  AMENDED (THE "HSR ACT"), TO HOLD VOTING SECURITIES IN CARMIKE
                  CINEMAS, INC., AND ANY APPLICABLE WAITING PERIODS UNDER THE
                  HSR ACT WITH RESPECT THERETO HAVE EXPIRED OR TERMINATED.

Promptly following the HSR Clearance Date, holders of certificates bearing the
foregoing legend may exchange such certificates for new certificates, without
legend, representing the same number of shares of Series A Preferred Stock as
were represented by the certificate so exchanged, and the Corporation shall
promptly issue and deliver such new certificates upon receipt of the old, which
shall thereupon be canceled. The term "Stock Purchase Agreement" means that
certain Stock Purchase Agreement, dated as of November 22, 1998 by and among
the Corporation and GS Capital Partners III, L.P. and certain of its
affiliates. The term "HSR Act" means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations of the
Federal Trade Commission thereunder.

                  (b)      From and after the HSR Clearance Date and for so
long as any shares of the Series A Preferred Stock are outstanding, each share
of Series A Preferred Stock shall entitle the holder thereof to notice of and
to vote, in person or by proxy, at any special or annual meeting of
stockholders, on all matters entitled to be voted on by holders of Common Stock
and any other series or class of Voting Stock (as defined in Section 8(e))
voting together as a single class with all other shares entitled to vote
thereon. With respect to any such vote, each share of Series A Preferred Stock
shall entitle the holder thereof to cast that number of votes per share as is
equal to the number of votes that such holder would be entitled to cast had
such holder converted its shares of Series A Preferred Stock into shares of
Class A Common Stock as of the record date for determining the stockholders of
the Corporation eligible to vote on any such


                                     -16-
<PAGE>   17

matters (regardless of whether such shares of Series A Preferred Stock are
actually then convertible).

                  (c)      From and after the HSR Clearance Date and for so 
long as any shares of the Series A Preferred Stock are outstanding, in addition
to any vote or consent of stockholders required by law or by the Corporation's
Restated Certificate of Incorporation, the affirmative vote or consent of the
holders of at least a majority of the shares of Series A Preferred Stock at any
time issued and outstanding, acting as a single class, given in person or by
proxy at any meeting called for such purpose, shall be necessary for effecting
or validating:

                                    (i)      any reclassification of the Series
         A Preferred Stock or any amendment, alteration or repeal (including as
         a result of a merger or consolidation involving the Corporation or
         otherwise by operation of law) of any of the provisions of the
         Restated Certificate of Incorporation of the Corporation, or any
         merger or consolidation involving the Corporation, in either case
         which adversely affects the voting powers, dividend or liquidation
         preference or other rights or preferences of the holders of the shares
         of Series A Preferred Stock; provided that any amendment to the
         Certificate of Incorporation affecting the relative voting, dividend,
         and other rights and preferences between the Class A Common Stock and
         the Class B Common Stock that adversely affects holders of or shares
         of Class A Common Stock shall be deemed to adversely affect the rights
         and preferences of holders of shares of Series A Preferred Stock; and
         provided, further, that any amendment of the provisions of the
         Corporation's Restated Certificate of Incorporation so as to authorize
         or create, or to increase the authorized amount of, any class of
         Junior Stock (other than Class B Common Stock) shall not be deemed to
         affect adversely the voting powers, rights or preferences of the
         holders of shares of Series A Preferred Stock;

                                    (ii)     the authorization or creation of,
         or the increase in the authorized amount of, or the issuance of any
         shares of any class or series of Senior Stock, Parity Stock or Class B
         Common Stock or any security convertible into shares of any class or
         series of Senior Stock, Parity Stock or Class B Common Stock;

                                    (iii)    the merger or consolidation of the
         Corporation with or into any other entity, unless the resulting
         corporation will thereafter have no class or series of shares and no
         other securities either authorized or outstanding ranking prior to, or
         on a parity with, shares of Series A Preferred Stock in the payment of
         dividends or the distribution of its assets on liquidation,
         dissolution or winding up;

                                    (iv)     the application of any funds, 
         property or assets of the Corporation or any of its subsidiaries to
         the purchase, redemption, sinking fund or other retirement of any
         shares of any class of Common Stock or other Junior Stock or Parity
         Stock, if the aggregate value of all of the funds, property or assets
         so applied, paid or distributed from the Closing Date through and
         including the date of the application, payment, repurchase, would
         exceed $50,000,000.00; and

                                    (v)      the declaration, payment or making
         of any dividend or distribution (in cash, property or obligations) in
         respect of any shares of any class of Common Stock or


                                     -17-
<PAGE>   18

         other Junior Stock or Parity Stock, other than a dividend or dividends
         payable solely in Common Stock or Junior Stock, if the aggregate value
         of all of the funds, property or assets so applied, paid or
         distributed from the Closing Date through and including the date of
         dividend or distribution would exceed the greater of (1)
         $10,000,000.00 and (2) $10,000,000.00 plus 50% of the Corporation's
         aggregate net income from the Closing Date through the calendar
         quarter ending prior to the declaration of such dividend or
         distribution (net of aggregate losses for such period and less the
         aggregate value of all dividends declared and all other funds,
         property or assets distributed in respect of any shares of class of
         Common Stock or other Junior Stock or Parity Stock from the Closing
         Date through and including the date such dividend or distribution is
         paid or distributed). For purposes of this subsection (v), "net
         income" shall be determined in accordance with generally accepted
         accounting principles and otherwise in a manner comparable to the
         manner in which net income is calculated or determined for purposes of
         the financial statements included in the periodic reports filed by the
         Corporation with the Securities and Exchange Commission prior to the
         Closing date.

                  (d)      In connection with any right to vote pursuant to
Section 8(c), each holder of shares of Series A Preferred Stock shall have one
vote for each share held. The above notwithstanding, and subject to Section
8(b), no consent of holders of Series A Preferred shall be required for the
creation of any indebtedness of any kind of the Corporation.

                  (e)      The term "Voting Stock" means any class or classes 
of capital stock, or securities convertible into or exchangeable for any class
of capital stock, of the Corporation pursuant to which the holders thereof have
the general power under ordinary circumstances to vote with respect to the
election of at least a majority of the Board of Directors of the Corporation,
irrespective of whether or not, at the time, stock of any other class or
classes shall have, or might have, voting power by reason of the happening of
any contingency.

                  9.       Sinking Fund Redemption. The shares of the Series A
Preferred Stock are not subject to sinking fund requirements.

                  10.      Exchange. (a) Shares of Series A Preferred Stock
shall be exchangeable for Convertible Debt (as defined below), in whole but not
in part, out of surplus of the Corporation legally available for such exchange,
at any time and from time to time at the option of the Corporation; provided
that the holders of Series A Preferred Stock at that time are reasonably
satisfied that the receipt of the Convertible Debt in such exchange shall not
be treated as a dividend or ordinary income to such holders. All unpaid
dividends on the shares of Series A Preferred Stock, including Default
Dividends and dividends accumulated from the last preceding Dividend Payment
Date through the date fixed for such exchange, shall be declared and paid prior
to or on the same date as the date of any exchange pursuant to this Section 10.
The Corporation shall cause the Convertible Debt to be issued on and dated the
date which coincides with the date of exchange of the Series A Preferred Stock.

                  (b)      Any notice of any exchange of the Series A Preferred
Stock given by the Corporation shall be mailed to each holder of shares of
Series A Preferred Stock to be exchanged at such holder's address as it appears
on the books of the Corporation. Such notice shall set forth the procedures for
exchanging certificates representing Series A Preferred Stock for Convertible


                                     -18-
<PAGE>   19

Debt with a principal amount equal to 100% of the aggregate Liquidation
Preference of the shares of Series A Preferred Stock being exchanged. The
Corporation shall as promptly as practicable thereafter mail to each such
holder a notice setting forth the procedures for exchanging certificates
representing Series A Preferred Stock for Convertible Debt. Upon such exchange,
the rights of the holders of Series A Preferred Stock to be exchanged as
stockholders of the Corporation shall cease, and the person or persons entitled
to receive the Convertible Debt issuable upon such exchange shall be treated
for all purposes as the registered holder or holders of such Convertible Debt.

                  (c)      The shares of Series A Preferred Stock which have 
been exchanged shall no longer be deemed to be outstanding and shall be retired
and all rights with respect to such shares, including, without limitation, the
rights, if any, to receive dividends (and interest thereon) and to receive
notices and to vote or consent (except for the right of the holders to receive
unpaid dividends, if any, and Convertible Debt and Common Stock, as provided
herein, in exchange therefor) shall forthwith cease.

                  (d)         Upon any exchange of shares of Series A Preferred
Stock into Convertible Debt, as provided herein, in accordance with this
Section 10, the Corporation will pay any documentary, stamp or similar issue or
transfer taxes which may be due with respect to the transfer and exchange of
such exchanged shares, if any; provided, however, that if the Convertible Debt
into which the shares of Series A Preferred Stock is exchangeable pursuant to
this Section 10 is to be issued in the name of any person other than the holder
of the shares of Series A Preferred Stock to be so exchanged, the amount of any
transfer taxes (whether imposed on the Corporation, the holder or such other
person) payable on account of the transfer to such person will be payable by
the holder.

                  (e)      Unless otherwise agreed by the Corporation and each
holder of shares of Series A Preferred Stock, any shares exchanged at the
Corporation's election shall be called for exchange on a pro rata basis from
all holders of Series A Preferred Stock. Any exchange for which shares are
called for exchange on a pro rata basis (whether or not some of such shares so
called are subsequently converted pursuant to Section 6) shall comply with this
Section 10. Any fractional share of Series A Preferred Stock which would
otherwise be issuable as a result of any exchange of less than all shares held
shall be included in the shares exchanged.

                  (f)      The Convertible Debt shall have a maturity date of
the tenth anniversary of the Closing Date; a principal amount equal to the
Liquidation Preference multiplied by the number of shares of Series A Preferred
Stock exchanged for such Convertible Debt (and a proportionate principal amount
for any fractional share exchanged); shall provide for payment of interest at
the rate of 5.5% per annum (and default interest at the rate of 8.5% per
annum), payable quarterly in cash; shall provide for holders thereof to have
the right to put the Convertible Debt to the Corporation at 101% of principal
(plus accrued interest) on the occurrence of certain "change of control"
events; and shall be convertible and redeemable on terms substantially the same
as those of the Series A Preferred Stock; in each case, on the terms and
conditions set forth in the Convertible Debt Indenture and shall otherwise be
on the terms set forth in the Convertible Debt Indenture.


                                     -19-
<PAGE>   20

                  (g)      Definitions. "Convertible Debt" means the 5.5%
Convertible Debentures of the Corporation issued pursuant to the Convertible
Debt Indenture, as amended, modified, supplemented, restructured, replaced,
extended or refinanced from time to time in accordance with the terms hereof
and thereof. "Convertible Debt Indenture" means the indenture pursuant to which
the Convertible Debt is to be issued, having terms in accordance with this
Section 10 and otherwise in form and substance acceptable to holders of a
majority of Series A Preferred Stock immediately prior to the effectiveness of
such indenture.


                                      -20-

<PAGE>   21
                  IN WITNESS WHEREOF, Carmike Cinemas, Inc. has caused this
Certificate to be duly executed on its behalf by its undersigned duly
authorized officer this 24th day of November 1998.

                                         CARMIKE CINEMAS, INC.



                                         By: /s/ F. Lee Champion, III
                                             ----------------------------------
                                             Name:    F. Lee Champion, III
                                             Title:   Senior Vice President