<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                        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)

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

  1301 FIRST AVENUE, COLUMBUS, GEORGIA                             31901
(Address of Principal Executive Offices)                         (Zip Code)

                                 (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. 1 on Form 10-K/A to
amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2001
to include the information required by Part III (Items 10, 11, 12 and 13) in
lieu of incorporation by reference from the Registrant's definitive proxy
statement for its 2002 Annual Meeting of Shareholders.


<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The following persons are the executive officers and directors of
Carmike Cinemas, Inc. (the "Company" or "Carmike"). For purposes of this
section, references to Carmike include Carmike's predecessor, Martin Theatres,
Inc.

<TABLE>
<CAPTION>
NAME                              AGE        POSITION
----                              ---        --------
<S>                               <C>        <C>
Michael W. Patrick                51         President, Chief Executive Officer and Chairman of the Board of
                                             Directors
Fred W. Van Noy                   45         Senior Vice President and Chief Operating Officer
Martin A. Durant                  53         Senior Vice President - Finance, Treasurer and Chief Financial
                                             Officer
Anthony J. Rhead                  60         Senior Vice President - Film
P. Lamar Fields                   47         Senior Vice President - Real Estate
H. Madison Shirley                50         Senior Vice President - Concessions and Assistant Secretary
Marilyn B. Grant                  54         Vice President - Advertising
Philip A. Smitley                 43         Assistant Vice President and Controller
Ian M. Cumming                    61         Director
Elizabeth C. Fascitelli           43         Director
Richard A. Friedman               44         Director
John W. Jordan, II                53         Director
Alan J. Hirschfield               66         Director
Carl L. Patrick, Jr.              55         Director
Kenneth A. Pontarelli             31         Director
Roland C. Smith                   47         Director
David W. Zalaznick                47         Director
</TABLE>

         MICHAEL W. PATRICK has served as President of Carmike since October
1981, as a director of Carmike since April 1982, as Chief Executive Officer
since March 1989 and as Chairman of the Board of Directors since January 2002.
He joined Carmike in 1970 and served in a number of operational and film booking
and buying capacities prior to becoming President. Mr. Patrick serves as a
director of the Will Rogers Institute, and he is a member of the Board of
Trustees of Columbus State University Foundation, Inc. Mr. Patrick also serves
as President of Carmike's subsidiaries Eastwynn Theatres, Inc. and Wooden Nickel
Pub, Inc.

         FRED W. VAN NOY joined Carmike in 1975. He served as a District Manager
from 1984 to 1985 and as Western Division Manager from 1985 to 1988, when he
became Vice President -- General Manager. In December 1997, he was elected to
the position of Senior Vice President -- Operations. In November 2000, he became
Senior Vice President -- Chief Operating Officer. Mr. Van Noy also serves as
Senior Vice President of Carmike's subsidiary Eastwynn Theatres, Inc.


                                       2


<PAGE>
         MARTIN A. DURANT joined Carmike in July 1999 as Senior Vice
President -- Finance, Treasurer and Chief Financial Officer. Prior to joining
Carmike, Mr. Durant was Senior Vice President -- Corporate Services for AFLAC
Incorporated, a Columbus, Georgia based international holding company, for a
period of ten years. Prior to his position with AFLAC he was President of a
venture capital firm located in Florida. Mr. Durant began his career with KPMG
Peat Marwick and is a licensed Certified Public Accountant. Mr. Durant also
serves as Senior Vice President -- Finance, Treasurer and Chief Financial
Officer of Carmike's subsidiaries Eastwynn Theatres, Inc., Wooden Nickel Pub,
Inc. and Military Services, Inc.

         ANTHONY J. RHEAD joined Carmike in June 1981 as manager of the booking
office in Charlotte, North Carolina. In July 1983, Mr. Rhead became Vice
President -- Film of Carmike and in December 1997 was elected Senior Vice
President -- Film. Prior to joining Carmike, he worked as a film booker for
Plitt Theatres, Inc. from 1973 to 1981. Mr. Rhead also serves as Senior Vice
President-Film and Secretary of Carmike's subsidiary Eastwynn Theatres, Inc. and
as Secretary of Carmike's subsidiary Wooden Nickel Pub, Inc.

         P. LAMAR FIELDS joined Carmike in January 1983 as Director of Real
Estate. He served in this position until 1985 when he became Vice President --
Development. In December 1997 he was elected to the position of Senior Vice
President -- Real Estate. In January 2002, he became Senior Vice President --
Development. Mr. Fields also serves as Senior Vice President-Real Estate of
Carmike's subsidiary Eastwynn Theatres, Inc.

         H. MADISON SHIRLEY joined Carmike in 1976 as a theatre manager. He
served as a District Manager from 1983 to 1987 and as Director of Concessions
from 1987 until 1990. He became Vice President -- Concessions in 1990 and Senior
Vice President -- Concessions and Assistant Secretary in December 1997. Mr.
Shirley serves as Senior Vice President -- Concessions and Assistant Secretary
of Carmike's subsidiary Eastwynn Theatres, Inc.

         MARILYN B. GRANT joined Carmike in 1975 as a bookkeeper. She served as
Advertising Coordinator from 1984 to 1985 and became the Director of Advertising
in 1985. In August 1990, she was elected to her present position as Vice
President -- Advertising.

         PHILIP A. SMITLEY joined Carmike in April 1997 as Controller. In
January 1998, he was elected to his present position of Assistant Vice President
and Controller. In March 1999, he assumed the duties of interim Chief Financial
Officer pending the appointment of Martin A. Durant in July 1999. Prior to
joining Carmike, Mr. Smitley was Divisional Controller -- Transportation of
Burnham Service Corporation, a trucking company. Mr. Smitley serves as Assistant
Vice President and Controller of Carmike's subsidiary Eastwynn Theatres, Inc.

         IAN M. CUMMING has been a director of Carmike since January 2002. He
has served as a director and Chairman of the Board of Leucadia National
Corporation since June 1978. Leucadia is a holding company principally engaged
in a variety of businesses, including banking and lending, manufacturing, winery
operations, real estate activities, precious metals mining and property and
casualty insurance. In addition, he is a director of Allcity Insurance Company,
MK Gold Company and a director and Chairman of the Board of The FINOVA Group
Inc. Allcity Insurance Company, a subsidiary of Leucadia, is an international
mining company. FINOVA is a


                                       3

<PAGE>


middle market lender, in which Leucadia has an indirect 25% equity interest. Mr.
Cumming is also a director of Skywest, Inc., a Utah-based regional air carrier
and HomeFed Corporation, a publicly held real estate development company.

         ELIZABETH C. FASCITELLI has been a director of Carmike since December
1998. She is a managing director in the Principal Investment Area of Goldman,
Sachs & Co. She joined Goldman, Sachs & Co. in 1984 and became a managing
director in 1997.

         RICHARD A. FRIEDMAN has been a director of Carmike since December 1998.
He is a managing director and head of the Principal Investment Area of Goldman,
Sachs & Co. He joined Goldman, Sachs & Co. in 1981 and became a partner in 1990.
Mr. Friedman is Chairman of AMF Bowling, Inc. and serves on the Board of
Directors of Polo Ralph Lauren Corporation.

         ALAN J. HIRSCHFIELD has been a director of Carmike since April 2002.
Mr. Hirschfield is a private investor and consultant. From 1992 to 2000, he was
Co-Chief Executive Officer of Data Broadcasting Corporation, which merged with
Financial Times/Pearsons, Inc., and, from 1990-1992, he was Managing Director of
Wertheim Schroder & Co., Inc., investment bankers, and Co-Chief Executive
Officer of Financial News Network. During 1986-1990, Mr. Hirschfield served as a
consultant/investor in the entertainment/media industry. From 1980 to 1986, he
was the Chairman and Chief Executive Officer of Twentieth Century Fox Film
Corporation. Mr. Hirschfield was President and Chief Executive Officer of
Columbia Pictures, Inc. from 1973 to 1978. He currently serves on the Boards of
Directors of Cantel, Inc. (for which he is Vice-Chairman), Chyron Corporation,
Interactive Data Corporation (formerly Data Broadcasting Corporation) and J Net
Enterprises, Inc.

         JOHN W. JORDAN, II has been a director of Carmike since April 1982. He
is a co-founder and managing partner of The Jordan Company, which was founded in
1982. Mr. Jordan is a managing partner of Jordan/Zalaznick Capital Company and
Chairman of the Board and Chief Executive Officer of Jordan Industries, Inc.
From 1973 until 1982, he was a Vice President of Carl Marks & Company, a New
York investment banking company. Mr. Jordan is a director of Apparel Ventures,
Inc., Ameriking, Inc., Jackson Products, Inc., Motors & Gears Holdings, Inc.,
Fannie May Holdings, Inc., GEAR For Sports, Inc., W-H Energy Services, Inc. and
Rockshox, Inc., as well as most of the companies in which The Jordan Company
holds investments.

         CARL L. PATRICK, JR. has served as a director of Carmike since April
1982. He was the Director of Taxes for the Atlanta, Georgia office of Arthur
Young & Co. from October 1984 to September 1986, and is currently self-employed.
Previously, he was a certified public accountant with Arthur Andersen & Co. from
1976 to October 1984. Carl L. Patrick, Jr. served two terms as Chairman of the
Board of Summit Bank Corporation and currently serves as a director of that
company. Carl L. Patrick, Jr. is Co-Chairman of PGL Entertainment Corp.

         KENNETH A. PONTARELLI has been a director of Carmike since April 2002.
He is a Vice President of Goldman, Sachs & Co. in the Merchant Banking Division.
He joined Goldman Sachs in 1992 and was made a Vice President in 2000. Mr.
Pontarelli also serves on the Board of Directors of NextMedia Investors LLC, a
media company that owns and operates radio stations and outdoor advertising
properties throughout the United States.


                                       4

<PAGE>


         ROLAND C. SMITH has been a director of Carmike since April 2002. He has
been President and Chief Executive Officer of AMF Bowling Worldwide, Inc. since
April 1999. He was elected Chairman of the Board of Directors of AMF Bowling
Worldwide on March 20, 2002. Prior to joining AMF Bowling, he was President and
Chief Executive Officer of the Triarc Restaurant Group ("Triarc"), a restaurant
franchiser which conducts its business through Arby's, Inc., from February 1997
to April 1999. He joined Triarc in 1994 as Vice President of International
Marketing.

         DAVID W. ZALAZNICK has served as a director of Carmike since April
1982. He is a co-founder and general partner of The Jordan Company, a managing
partner of Jordan/Zalaznick Capital Company and a director of Jordan Industries,
Inc. From 1978 to 1980, he worked as an investment banker with Merrill Lynch
White Weld Capital Markets Group and, from 1980 until the formation of The
Jordan Company in 1982, Mr. Zalaznick was a Vice President of Carl Marks &
Company. Mr. Zalaznick is a director of Apparel Ventures, Inc., Marisa
Christina, Inc., Ameriking, Inc., Motors & Gears Holdings, Inc., GEAR For
Sports, Inc., W-H Energy Services, Inc. and Jackson Products, Inc., as well as
most of the companies in which The Jordan Company holds investments.

         Goldman, Sachs & Co. ("Goldman Sachs") may be deemed the beneficial
owner of a substantial number of shares of Carmike common stock. As a result,
Goldman Sachs may be considered an affiliate of Carmike.

         As previously reported, on August 8, 2000, the Company and its
subsidiaries Eastwynn Theatres, Inc., Wooden Nickel Pub, Inc. and Military
Services, Inc. filed voluntary petitions for protection under chapter 11 of the
Bankruptcy Code (the "Chapter 11 Cases"). On November 14, 2001, the Company
filed its Amended Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code (the "Plan") with the Bankruptcy Court. On January 3, 2002, the
Bankruptcy Court approved the Plan and an order was entered confirming the Plan
on January 4, 2002. The "Effective Date" for the Company's emergence from the
Chapter 11 Cases was January 31, 2002. All of the persons who are identified as
executive officers in the Form 10-K Report were serving as executive officers of
the Company or its subsidiaries as indicated when the Company and the
subsidiaries each filed voluntary petitions for relief in the Chapter 11 Cases.

            Each individual described above as a director of the Company has
been designated by one of the parties to the Stockholders' Agreement effective
January 31, 2002 to be a member of the Board of Directors of the Company. The
stockholders that signed the Stockholders' Agreement, that is, Michael W.
Patrick; GS Capital Partners III, L.P.; GS Capital Partners III Offshore, L.P.;
Goldman Sachs & Co. Verwaltungs Gmbh; Bridge Street Fund 1998; Stone Street Fund
1998; The Jordan Trust; TJT(B); TJT(B) (Bermuda) Investment Company LTD.; David
W. Zalaznick and Barbara Zalaznick, JT TEN; Leucadia Investors, Inc. and
Leucadia National Corporation (collectively, the "Signing Stockholders"), have
agreed to vote their shares of reorganized Carmike Common Stock in favor of
certain matters, such as certain nominees to the Board of Directors, if they are
presented to the stockholders of the Company for approval.


                                       5


<PAGE>


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires Carmike's directors and executive officers, and persons
who beneficially own more than 10% of any class of Carmike's equity securities,
to file with the Securities and Exchange Commission (the "Commission") initial
reports ("Form 3") of beneficial ownership and reports of changes ("Form 4") in
beneficial ownership of Common Stock and other equity securities of Carmike.
Officers, directors and greater than 10% beneficial owners are required by
Commission regulation to furnish Carmike with copies of all Section 16(a)
reports they file. To Carmike's knowledge, based solely on a review of the
copies of such reports furnished to Carmike and written representations that no
other reports were required, all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10% beneficial owners were complied
with for the fiscal year ended December 31, 2001, except for the failures to
timely file reports on Form 3 by Denis F. Cronin and Jane L. Vris to report
their becoming directors. These reports have since been filed. Mr. Cronin and
Ms. Vris each resigned from the Board of Directors effective April 19, 2002.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following table sets forth certain information concerning the
compensation of Carmike's Chief Executive Officer and each of the other four
most highly compensated executive officers of Carmike serving as of December 31,
2001 (these five individuals, collectively, the "named executive officers") for
the fiscal years ended December 31, 2001, 2000 and 1999. All options to purchase
shares of stock of Carmike that were outstanding immediately prior to the
Effective Date of the Plan were cancelled on the Effective Date.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                     LONG-TERM
                                                                   ANNUAL           COMPENSATION
                                                                COMPENSATION           AWARDS
                                                             -------------------   ---------------
                                                                                     SECURITIES       ALL OTHER
                                                              SALARY     BONUS       UNDERLYING      COMPENSATION
NAME AND PRINCIPAL POSITION                           YEAR     ($)        ($)      OPTIONS/SARS(#)       ($)
---------------------------------------------------   ----   --------   --------   ---------------   ------------
<S>                                                   <C>    <C>        <C>        <C>               <C>
Michael W. Patrick ................................   2001   $589,719   $ 30,000              0      $   63,886(1)
        President, Chief Executive Officer and        2000    589,719     14,000        100,000                (2)
        Director                                      1999    589,719     44,000              0          63,962

Martin A. Durant(3) ...............................   2001   $213,000   $126,250              0                (2)
         Senior Vice President - Finance,             2000    200,000    267,500         40,000                (2)
         Treasurer and Chief Financial
         Officer

F. Lee Champion, III(4) ...........................   2001   $169,000   $ 62,250              0                (2)
         Senior Vice President, General               2000    169,000      8,750         40,000                (2)
         Counsel, Secretary and Director              1999    162,750     42,500              0      $   19,973
</TABLE>

                                       6

<PAGE>


<TABLE>
<S>                                                   <C>    <C>        <C>        <C>                    <C>
Fred W. Van Noy ...................................   2001   $132,084   $103,750              0                  (2)
         Senior Vice President and Chief              2000    100,000     24,000         40,000                  (2)
         Operating Officer                            1999     93,750     64,000              0            17,642

Anthony J. Rhead ..................................   2001   $105,000   $ 46,250              0           $19,694
         Senior Vice President--Film and              2000    100,000     35,104         40,000                  (2)
         Secretary                                    1999     93,750     67,000              0            18,338
</TABLE>


----------------------

(1)      This amount includes $62,008 contributed under the Deferred
Compensation Plan.

(2)      The aggregate amount of other annual compensation is less than the
lesser of (a) 10% of such officer's total salary and bonus for the year ended
December 31, 2001 or (b) $50,000.

(3)      Martin A. Durant joined Carmike in July 1999 as Senior Vice
President -- Finance, Treasurer and Chief Financial Officer and was not one of
the four most highly compensated executive officers of Carmike serving as of
December 31, 1999.

(4)      F. Lee Champion, III resigned as Senior Vice President, General
Counsel, Secretary and Director effective at the close of business on December
31, 2001.

         There were no grants during the fiscal year ended December 31, 2001 of
stock options or stock appreciation rights to the named executive officers, and
no options were exercised by the named executive officers during the last fiscal
year. The following table sets forth information with respect to the named
executive officers concerning unexercised options held as of the end of the
fiscal year ended December 31, 2001. All options to purchase shares of stock of
Carmike that were outstanding immediately prior to the Effective Date of the
Plan were cancelled on the Effective Date.

    AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
                                               NUMBER OF SECURITIES                     VALUE OF UNEXERCISED
                                          UNDERLYING UNEXERCISED OPTIONS                IN-THE-MONEY OPTIONS
                                                   AT FY-END(#)                            AT FY-END($)(1)
                                    ----------------------------------------     ----------------------------------------
NAME                                   EXERCISABLE          UNEXERCISABLE           EXERCISABLE          UNEXERCISABLE
--------------------------------    -----------------    -------------------     -----------------    -------------------
<S>                                 <C>                  <C>                     <C>                  <C>
Michael W. Patrick..............         105,000               100,000                  -0-                   -0-

Martin A. Durant................           6,000                40,000                  -0-                   -0-

F. Lee Champion, III............          30,000                40,000                  -0-                   -0-

Anthony J. Rhead................          37,500                40,000                  -0-                   -0-

Fred W. Van Noy.................          45,000                40,000                  -0-                   -0-
</TABLE>


                                       7


<PAGE>


(1)      An option is "in-the-money" if the fair market value of Carmike's Class
         A Common Stock exceeds the exercise price. None of the options held by
         the named executive officers were "in-the-money" on December 31, 2001.
         All of the options held by the named executive officers had exercise
         prices per share that were greater than the fair market value of
         Carmike's Class A Common Stock, which was $3.41 per share, on December
         31, 2001.

COMPENSATION OF DIRECTORS

         During fiscal year 2001, the members of the Board of Directors who were
not employees of the Company each waived the $5,000 annual retainer for serving
on the Board of Directors since the Company was involved in the Chapter 11
Cases. As of this fiscal year, directors receive $2,500 per meeting for
participating in meetings of the Board of Directors, not to exceed $10,000 a
year per director, except that Roland C. Smith and Alan J. Hirschfield each
receive $25,000 a year and an additional $1,000 per meeting for participating in
meetings of the Board of Directors. Employees of the Company do not receive any
additional compensation for serving on the Board of Directors.

EMPLOYMENT CONTRACTS

         In connection with the Company's reorganization, Michael W. Patrick and
Carmike have entered into a Chief Executive Officer ("CEO") employment agreement
effective January 31, 2002 that modifies and supersedes the former employment
agreement. The new five-year term agreement provides for a base annual salary of
$850,000 per year plus, if certain Carmike performance targets are achieved, an
annual bonus of up to fifty percent of his base salary for the year in which the
targets are achieved. The agreement further provides that, on each of the third,
fourth, and fifth anniversary dates of the Effective Date, the Company shall
issue and/or deliver to Michael W. Patrick the number of shares of Carmike
Common Stock that would be equivalent to 260,000 shares of Carmike Common Stock
if such stock had been issued and owned continuously from the Effective Date.
However, no such installment delivery shall be made if earlier Michael W.
Patrick's employment was terminated for "cause" (as defined in the agreement) or
Michael W. Patrick breached certain covenants relating to non-competition and
fiduciary duties set forth in the agreement; all installment deliveries that
have not been made or canceled shall be made immediately upon the occurrence of
his death or a "change in control" (as defined and to the extent provided in the
agreement). The shares are issuable under the new Carmike Cinemas, Inc. 2002
Stock Plan (the "2002 Stock Plan") that was described in the Plan.

         Michael W. Patrick's employment agreement further provides that, in the
event there is a "change in control" (as defined in the agreement), the
employment agreement will be automatically extended for a period of five years,
beginning on the first day of the month during which such change in control
occurs. A change in control shall not be deemed to have occurred as a result of
the commencement of the Chapter 11 Cases by Carmike or pursuant to a plan of
reorganization approved by the Bankruptcy Court with respect to Carmike. In the
event of Michael W. Patrick's (i) involuntary termination of employment with
Carmike (other than by reason of death, disability or for "cause" (as defined in
the agreement) or (ii) following a "change in control," resignation for "good
reason" (as defined in the agreement), Michael W. Patrick will be entitled to a
lump sum payment equal to his base salary and, if applicable, the target bonus
for


                                       8

<PAGE>


the year of his employment termination multiplied by the number of full and
partial years remaining in his employment term. On April 15, 2002, the
Bankruptcy Court entered an Order in Aid of Consummation of Amended Plan of
Reorganization in which it authorized Carmike to execute the employment
agreement and to issue the shares of Common Stock in accordance with the terms
of the employment agreement, as described.

         In July 1999, Martin A. Durant entered into an employment agreement
with Carmike with respect to his services as Senior Vice President -- Finance
and Chief Financial Officer. This agreement provides a base salary of $16,666.66
per month. This agreement also provides for life insurance and health benefits
granted to other officers of Carmike.

EMPLOYEE BENEFIT PLANS

         Carmike has two effective employee benefit plans since the Effective
Date of the Plan of Reorganization in which executive officers participate: (1)
the Deferred Compensation Plan and (2) the 2002 Stock Plan.

Deferred Compensation Plan

         Carmike maintains a Deferred Compensation Plan for certain executive
officers, including the named executive officers, pursuant to which Carmike pays
additional compensation quarterly on a pre-tax basis equal to 10% of an
employee's taxable compensation. Distributions from the plan are made upon or
shortly after normal retirement, disability, death or termination of employment
of a participant.

Carmike Cinemas, Inc. 2002 Stock Plan

         As part of the Plan, Carmike adopted the 2002 Stock Plan effective
January 31, 2002 and reserved one million (1,000,000) shares of Common Stock for
issuance under the 2002 Stock Plan. The 2002 Stock Plan is intended to provide
incentives which will attract, retain and motivate highly competent persons as
officers and key employees of, and consultants to, Carmike and its subsidiaries
and affiliates, by providing them opportunities to acquire shares of the
Company's Common Stock or to receive monetary payments based on the value of
such shares.

         The Stock Option Committee administers the 2002 Stock Plan and
designates the participants, which are individuals that the Stock Option
Committee determines to be significantly responsible for the success and future
growth and profitability of the Company. The Stock Option Committee also
determines the amount, type, conditions for vesting or exercisability, and other
terms and conditions of participant awards. Awards may be made in the form of
stock options, stock grants, stock appreciation rights, stock units,
performance-based awards or any combination thereof.

Carmike Cinemas, Inc. Employee Retention and Severance Plan

         On November 21, 2000, the Board of Directors approved the Carmike
Cinemas, Inc. Retention and Severance Plan (the "Retention and Severance Plan").
The Retention and Severance Plan, which was approved by order of the Bankruptcy
Court on January 31, 2001, was designed to


                                       9

<PAGE>


supplement temporarily the salaries of key employees in order to maintain
competitive compensation levels for such employees during their continued
employment with the Company while the Chapter 11 Cases were proceeding. The
Retention and Severance Plan also was designed to reassure key employees that
they would not suffer a financial hardship in the unlikely event that their
employment was involuntarily terminated without cause.

         Participants in the Retention and Severance Plan were designated by the
Board of Directors. Sixty-one key employees participated in the Retention and
Severance Plan, including the named executive officers, except for the Chief
Executive Officer. Each participant was placed in a category depending on the
participant's job title and was entitled to receive an annual retention bonus in
an amount equal to a percentage of the participant's annual base salary, ranging
from 100% for certain senior officers to 25% for other key employees. The bonus
percentages specified by the Board of Directors for the named executive officers
participating in the Retention and Severance Plan were: 100% for Martin A.
Durant and Fred W. Van Noy and 50% for F. Lee Champion, III and Anthony J.
Rhead.

         The retention bonuses were payable in two or three installments,
depending upon the category to which an employee belonged. On February 28, 2001,
Carmike paid 25% of the retention bonuses to each eligible participant in the
Retention and Severance Plan. As a result, the following payments were made to
named executive officers and are reflected in the "Bonus" column of the Summary
Compensation Table:

         Martin A. Durant        $50,000       Fred W. Van Noy      $33,750
         F. Lee Champion, III    $21,125       Anthony J. Rhead     $12,500

         If the participant was employed with Carmike through August 31, 2001,
then that participant received either up to 25% or 75% of his or her remaining
retention bonus depending upon the category to which the participant belonged
and, in some cases, Carmike's actual operating performance in comparison to its
2001 annual operating budget approved by the Board of Directors and the
statutory creditors' committee in the Chapter 11 Cases. The following payments
were made to named executive officers on August 31, 2001 and are reflected in
the "Bonus" column of the Summary Compensation Table:

         Martin A. Durant        $56,250        Fred W. Van Noy     $33,750
         F. Lee Champion, III    $21,125        Anthony J. Rhead    $13,750

Certain participants received up to 50% of their remaining retention bonus,
depending upon Carmike's actual operating performance in comparison to its 2001
annual operating budget, on February 28, 2002. The following payments were made
to named executive officers on February 28 2002:

         Martin A. Durant        $112,500       Fred W. Van Noy     $67,500
         Anthony J. Rhead        $ 27,500

F. Lee Champion, III resigned as Senior Vice President, General Counsel,
Secretary and Director of Carmike effective December 31, 2001 and, thus, did not
receive a retention bonus on February 28, 2002.


                                       10

<PAGE>


No retention bonus was paid to any participant who terminated employment for any
reason (other than death or disability) prior to the scheduled payment date.

         Finally, the Retention and Severance Plan provided for severance
payments upon a participant's involuntary termination of employment (other than
for cause or by reason of death or disability) or, following a change in
control, resignation for good reason. No participants became entitled to any
severance payments under the Carmike Cinemas, Inc. Employee Retention and
Severance Plan prior to its termination. The Employee Retention and Severance
Plan terminated by its terms on the Effective Date.

Carmike Cinemas, Inc. 1998 Class A Stock Option Plan

         Carmike did not issue any stock options under the Carmike Cinemas, Inc.
1998 Class A Stock Option Plan (the "1998 Stock Option Plan") during the 2001
fiscal year. Further, all of the pre-reorganization Class A Common Stock
available for issuance and all of the outstanding stock options granted under
the 1998 Stock Option Plan were cancelled on the Effective Date.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         During fiscal year 2001, Carmike had no Compensation Committee and no
Board committee performing a similar function. The following officers and
employees of Carmike participated in deliberations of the Board of Directors
concerning executive officer compensation during the fiscal year ended December
31, 2001: Michael W. Patrick, Martin A. Durant and F. Lee Champion, III.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         As part of the reorganization on January 31, 2002, each share of
pre-reorganization Class A or Class B Common Stock of the Company was converted
into 0.194925 of one share of reorganized Carmike Common Stock. Also on January
31, 2002, pursuant to the Plan, the holders of the pre-reorganization Series A
Preferred Stock of the Company received in the aggregate 41.2% of the
reorganized Carmike Common Stock, and certain holders of $45,685,000 of the
9-3/8% Senior Subordinated Notes due 2009 (the "Original Senior Subordinated
Notes") received in the aggregate 26.6% of the reorganized Carmike Common Stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS

         The following table sets forth certain information as to the Common
Stock of Carmike beneficially owned as of March 31, 2002 by each person, other
than persons whose ownership is reflected under the caption "Security Ownership
of Management," who is known to Carmike to own, directly or indirectly, more
than 5% of the outstanding shares of Carmike's Common Stock, and reflects
information presented either in each such person's filings with the Commission
or otherwise provided to Carmike.


                                       11

<PAGE>


<TABLE>
<CAPTION>
                                                                                           PERCENT
                                                                BENEFICIAL OWNERSHIP          OF
NAME AND ADDRESS OF BENEFICIAL OWNER                                                       CLASS(1)
-----------------------------------------------------------     --------------------       --------
<S>                                                             <C>                        <C>
The Goldman Sachs Group, Inc.(2)
         85 Broad Street
         New York, New York 10004..........................          4,199,527               46.7%
Leucadia Investors, Inc.(3)
         315 Park Avenue South
         New York, New York 10010..........................          1,001,570               11.1%
</TABLE>

--------------

(1)      Percent of class is with respect to outstanding shares of Common Stock
         as of March 31, 2002 (approximately 9,000,000 shares of Common Stock
         outstanding on that date).

(2)      According to the Amendment to Form 4 filed by Goldman Sachs & Co.
         ("Goldman Sachs"), The Goldman Sachs Group, Inc. ("GS Group") and
         certain affiliates on April 1, 2002, Goldman Sachs and GS Group may be
         deemed to own beneficially and indirectly in the aggregate 4,199,527
         shares of Common Stock through certain investment partnerships of which
         affiliates of Goldman Sachs and GS Group are the general partner,
         managing partner or managing general partner (the "Limited
         Partnerships"). Goldman Sachs is the investment manager of certain of
         the Limited Partnerships. The Limited Partnerships and their respective
         beneficial ownership of shares of Carmike Common Stock are: (a) GS
         Capital Partners III, L.P. -- 2,860,981, (b) GS Capital Partners III
         Offshore, L.P. -- 786,517, (c) GS Capital Partners III Germany Civil
         Law Partnership -- 132,077, (d) Stone Street Fund 1998, L.P. -- 322,593
         and (e) Bridge Street Fund 1998, L.P. -- 97,359. Goldman Sachs and GS
         Group each disclaim beneficial ownership of the securities owned by the
         Limited Partnerships except to the extent of their pecuniary interest
         therein.

(3)      According to the Schedule 13D filed by Leucadia National Corporation
         and certain affiliates on February 11, 2002, Leucadia Investors, Inc.
         is the direct owner of 114,903 shares of Common Stock. Leucadia
         Investors, Inc. is an indirect wholly-owned subsidiary of Leucadia
         National Corporation; both entities are New York corporations. Leucadia
         National Corporation may be deemed to be the beneficial owner of the
         Common Stock shares by virtue of its shared powers to direct the voting
         and disposition by Leucadia Investors, Inc. of such shares. In
         addition, Leucadia National Corporation is the direct owner of 886,667
         shares of Common Stock. Ian M. Cumming is the Chairman of the Board of
         Directors of Leucadia National Corporation. John W. Jordan, II, David
         W. Zalaznick and Leucadia Investors, Inc. are each a general partner in
         The Jordan Company, a New York general partnership organized in 1982,
         which was one of the three original investors in the leveraged buyout
         of Carmike in April 1982.

SECURITY OWNERSHIP OF MANAGEMENT

         The following table sets forth certain information as to the Common
Stock beneficially owned as of March 31, 2002 by each of Carmike's current
directors and executive officers named in the Summary Compensation Table set
forth under the caption "Executive Compensation and Other Information" and all
directors and executive officers as a group.


                                       12

<PAGE>


<TABLE>
<CAPTION>
                                                                      BENEFICIAL     PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER                                  OWNERSHIP      OF CLASS
-----------------------------------------------------------------     ----------     --------
<S>                                                                   <C>            <C>
Michael W. Patrick(1) ............................................       131,947          1.5%
Martin A. Durant .................................................            --           --
Anthony J. Rhead .................................................            --           --
Fred W. Van Noy ..................................................            19            *
Ian M. Cumming(2) ................................................       180,283          2.0%
Elizabeth C. Fascitelli(3) .......................................     4,199,527         46.7%
Richard A. Friedman(3)
Kenneth A. Pontarelli(3)
Alan J. Hirschfield ..............................................            --           --
John W. Jordan, II(4)(5) .........................................     1,227,785         13.6%

Carl L. Patrick, Jr.(6) ..........................................       118,619          1.3%
Roland C. Smith ..................................................            --           --
David W. Zalaznick(4)(7) .........................................       930,120         10.3%
All directors and executive officers as a group (17) persons
         (8) .....................................................     6,788,363         75.4%
</TABLE>

--------------
*        Indicates less than 1%.
---      Indicates no ownership.

(1)      Includes 7,695 shares of Common Stock held by Michael W. Patrick as
         custodian for his minor son; Michael W. Patrick has voting and
         investment power with respect to such shares but disclaims beneficial
         ownership thereof. Excludes 11,613 shares of Common Stock held in trust
         for Michael W. Patrick by C.L. Patrick, as trustee, the remainder
         interest of which Michael W. Patrick has purchased. Also excludes the
         780,000 shares of Common Stock issuable to Michael W. Patrick under the
         2002 Stock Plan pursuant to his employment agreement.

(2)      Based on the Form 3 filed with the Commission, Mr. Cumming may be
         deemed to indirectly own 180,283 shares of Common Stock through the
         following ownership structure. According to the Form, Leucadia
         Investors, Inc. ("LII") directly owns 112,000 shares of Common Stock.
         LII is a wholly owned subsidiary of Leucadia, Inc. ("LI"), which in
         turn is a wholly owned subsidiary of Leucadia National Corporation
         ("Leucadia"). In addition, Leucadia directly owns 886,667 shares of
         Common Stock. Mr. Cumming beneficially owns, directly and through
         family members, 18.0% of the common shares of Leucadia (including
         shares issuable pursuant to currently exercisable warrants). Therefore,
         through his ownership of 18.0% of Leucadia, Mr. Cumming may be deemed
         to be the indirect beneficial owner of 180,283 shares of Common Stock
         (approximately 18.0% of the shares of Common Stock held by Leucadia).

(3)      Ms. Fascitelli and Mr. Friedman are managing directors of Goldman
         Sachs, and Mr. Pontarelli is a vice president of Goldman Sachs. Based
         on Amendments to Form 4 filed with the Commission and includes the
         4,199,527 shares of Common Stock which Goldman Sachs or GS Group has
         reported and may be deemed to own beneficially and indirectly through
         the Limited Partnerships. Ms. Fascitelli, Mr. Friedman and Mr.
         Pontarelli disclaim beneficial ownership of the 4,199,527 shares of
         Common Stock held by the Limited Partnerships. Also does not include
         shares of Common Stock which may be deemed to be beneficially owned by
         Goldman Sachs as a result of ordinary course trading activities from
         time to time or shares of Common Stock held in client accounts
         ("Managed Accounts") with respect to which Goldman Sachs or its
         employees have voting or investment discretion or both. Goldman Sachs,
         Ms. Fascitelli, Mr. Friedman and Mr. Pontarelli disclaim beneficial
         ownership of the Common Stock held in Managed Accounts, except to the
         extent of their pecuniary interest therein.


                                       13

<PAGE>


(4)      John W. Jordan, II, David W. Zalaznick and Leucadia Investors, Inc. are
         each a general partner in The Jordan Company, a New York general
         partnership organized in 1982, which was one of the three original
         investors in the leveraged buyout of Carmike in April 1982. Does not
         include 1,001,570 shares of Common Stock beneficially owned by Leucadia
         Investors, Inc. Until May 26, 1995, Mr. Jordan was a director of
         Leucadia National Corporation.

(5)      Consists of 87,366 shares of Common Stock owned by The Jordan Trust, a
         charitable remainder trust; 3,918 shares of Common Stock owned by The
         TJT(B), a charitable remainder trust; and 1,136,501 shares of Common
         Stock owned by TJT(B) (Bermuda) Investment Company Ltd, a Bermuda
         company wholly owned by TJT(B). Mr. Jordan is the sole trustee of The
         Jordan Trust and The TJT(B) and retains full investment and voting
         powers.

(6)      Includes 39 shares of Common Stock owned by Carl L. Patrick, Jr.'s
         wife, as to which shares Carl L. Patrick, Jr. disclaims beneficial
         ownership. Includes 97 shares of Common Stock held as custodian for his
         son. Excludes 11,613 shares of Common Stock held in trust for Carl L.
         Patrick, Jr. by Frances E. Patrick, as trustee, the remainder interest
         of which Carl L. Patrick, Jr. has purchased.

(7)      Includes an aggregate of 2,340 shares held by three irrevocable trusts
         for the benefit of Mr. Zalaznick's minor children (Mr. Oded Oboodi is
         the trustee of these trusts), 10 shares held by Mr. Zalaznick as
         custodian for his minor son and 15 shares held by Mr. Zalaznick as
         custodian for his minor daughter. Mr. Zalaznick disclaims beneficial
         ownership of such 2,365 shares.

(8)      Includes 63 shares of Common Stock owned by an unnamed executive
         officer.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Carmike has an aircraft lease agreement dated July 1, 1983, with C.L.P.
Equipment, a sole proprietorship of which C.L. Patrick, a director of Carmike
until April 19, 2002, is the owner. Pursuant to the aircraft lease agreement
Carmike paid $190,522 in the year ended December 31, 2001. Carmike believes that
this transaction is on terms no less favorable to Carmike than terms available
from unaffiliated parties in arm's-length transactions.

         F. Lee Champion, III, Senior Vice President, General Counsel, Secretary
and a director of Carmike until December 31, 2001, owns 20% of Military
Services, Inc., a subsidiary of Carmike. Mr. Champion provides outside legal
services for the Company and is compensated on terms no less favorable to
Carmike than terms available from unaffiliated parties in arm's-length
transactions. Carl E. Sanders, a director of Carmike until April 9, 2001, is
Chairman of Troutman Sanders LLP, Atlanta, Georgia, which provided legal
services to Carmike during 2001 and is providing legal services to Carmike
during 2002.

         Elizabeth C. Fascitelli and Richard A. Friedman are managing directors
of Goldman Sachs, and Kenneth A. Pontarelli is a vice president of Goldman
Sachs. Goldman Sachs and its subsidiaries have provided investment banking and
related financial services to Carmike during 2001 and are expected to provide
similar services to Carmike in 2002. Ms. Fascitelli and Mr. Friedman initially
were elected as directors of Carmike pursuant to a Stock Purchase Agreement
dated November 22, 1998 relating to the sale of the Series A Preferred Stock,
pursuant to which certain affiliates of Goldman Sachs purchased an aggregate of
550,000 shares of the Series A Preferred Stock for an aggregate purchase price
of $55.0 million. The holders of the Series A


                                       14

<PAGE>


Preferred Stock received 41.2% of the ten million (10,000,000) shares of
reorganized Carmike Common Stock on January 31, 2002 provided for issuance in
the Plan, and Ms. Fascitelli and Messrs. Friedman, Pontarelli and Roland C.
Smith have been designated by GS Capital Partners III, L.P. pursuant to the
Stockholders' Agreement effective January 31, 2002 to be members of the Board of
Directors of the Company.

         On February 3, 1999, Carmike sold $200 million in principal amount of
the Original Senior Subordinated Notes, of which $140 million in principal
amount was purchased by Goldman Sachs. In addition, on February 25, 1999,
Carmike entered into a $75 million Term Loan B for which Goldman Sachs Credit
Partners L.P., an affiliate of Goldman Sachs, was a lead arranger and
syndication agent. Goldman Sachs' claims regarding the Original Senior
Subordinated Notes were exchanged in the Chapter 11 Cases for the 10-3/8% Senior
Subordinated Notes due 2009 (the "New Senior Subordinated Notes") and its
Original Senior Subordinated Notes were cancelled. Also, on the Effective Date,
the holders of claims related to the $75 million Term Loan B for which Goldman
Sachs' affiliate served as a lead arranger and syndication agent, received new
bank debt pursuant to a new term loan credit agreement, for which Goldman Sachs
does not serve as lead arranger and syndication agent, and cash, as previously
reported.

         Also as previously reported, certain holders of $45,685,000 in
aggregate principal amount of the Original Senior Subordinated Notes received in
the aggregate 26.6% of the ten million (10,000,000) shares of reorganized
Carmike Common Stock provided for issuance in the Plan. Each holder that
exchanged such notes for shares of reorganized Carmike Common Stock received
886,667 shares of reorganized Carmike Common Stock. These holders include: (a)
TJT (B) (Bermuda) Investment Company Ltd., a Bermuda company wholly owned by TJT
(B), of which John W. Jordan, II is the sole trustee, (b) David W. Zalaznick and
his wife Barbara Zalaznick, as joint tenants, and (c) Leucadia National
Corporation, of which Ian M. Cumming is also a director and Chairman.

         In addition, in accordance with the terms of the Stockholders'
Agreement, Jordan/Zalaznick Advisers, Inc., which is fifty percent owned by each
of John W. Jordan, II and David W. Zalaznick, has named John W. Jordan, II,
David W. Zalaznick and Ian M. Cumming, Chairman of the Board of Directors of
Leucadia National Corporation, as its designees to the Board of Directors.
Although Leucadia National Corporation is not a stockholder of Jordan/Zalaznick
Advisers, Inc., Leucadia National Corporation or its subsidiaries provide
consulting services to Jordan/Zalaznick Advisers, Inc. for a fee, and Mr.
Cumming and Joseph S. Steinberg, a director and President of Leucadia National
Corporation, are directors of Jordan/Zalaznick Advisers, Inc. In addition, Mr.
Jordan, Mr. Zalaznick and Leucadia, Inc. are members of The Jordan Company LLC.

         Finally, pursuant to the Stockholders' Agreement, Michael W. Patrick,
as CEO of the Company, and Carl L. Patrick, Jr. are designees to the Board. Alan
J. Hirschfield has been designated by the CEO to serve on the Board, and his
designation was subsequently approved by the Board in accordance with the
Stockholders' Agreement.


                                       15


<PAGE>


                                   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:  April 26, 2002                  By: /s/ Michael W. Patrick
                                           -------------------------------------
                                           Michael W. Patrick
                                           President and Chief Executive Officer


                                       16