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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment
No. 1
 Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 For the Fiscal Year Ended
December 31, 2004
    
    Commission File
1-8019-01
 PFGI CAPITAL CORPORATION
 Incorporated Under
the Laws of Maryland
    
    IRS Employer I.D.
No. 04-3659419
 
 Securities Registered Pursuant to Section 12(b) of the Act:
  Securities Registered Pursuant to Section 12(g) of the Act:
    
    None
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  Documents Incorporated by Reference:




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PART IV
 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    
    1.
    
    
    See Index to Financial Statements on page 32 for a list of all
financial statements filed as a part of this report.2.
    
    
    Schedules to the financial statements required by Article 9 of
Regulation S-X have been omitted as they are not required, not
applicable or the information required thereby is set forth in
the related financial statements.3.
    
    
    Exhibits:1.0
    
    
    Underwriting Agreement incorporated by reference to Exhibit 1
to PFGI Capitals Amended Registration Statement on Form S-3/A
(Registration No. 333-88446) Filed June 6, 2002.3.1
    
    
    By-Laws incorporated by reference to Exhibit 3.2 to PFGI Capitals
Registration Statement on Form S-3 (Registration No. 333-88446)
Filed May 16, 2002.3.2
    
    
    Amended and Restated Articles of Incorporation incorporated by
reference to Exhibit 3.5 to PFGI Capitals Amended Registration
Statement on Form S-3/A (Registration No. 333-88446) Filed June 6,
2002.4.1
    
    
    Forward Purchase Contract Agreement incorporated by reference to
Exhibit 4.2 to PFGI Capitals Amended Registration Statement on
Form S-3/A (Registration No. 333-88446) Filed June 6, 2002.4.2
    
    
    Income PRIDES incorporated by reference to Exhibit A to Exhibit 4.2
to PFGI Capitals Amended Registration Statement on Form S-3/A
(Registration No. 333-88446) Filed June 6, 2002.4.3
    
    
    Pledge Agreement incorporated by reference to Exhibit 4.4 to PFGI
Capitals Amended Registration Statement on Form S-3/A (Registration
No. 333-88446) Filed June 6, 2002.4.4
    
    
    Series A Preferred Stock Certificate incorporated by reference to
Exhibit 4.5 to PFGI Capitals Amended Registration Statement on Form
S-3/A (Registration No. 333-88446) Filed June 6, 2002.4.5
    
    
    Remarketing Agreement incorporated by reference to Exhibit 4.6 to
PFGI Capitals Amended Registration Statement on Form S-3/A
(Registration No. 333-88446) Filed June 6, 2002.10.1
    
    
    Master Participation and Servicing Agreement incorporated by
reference to Exhibit 10.1 to PFGI Capitals Amended Registration
Statement on Form S-3/A (Registration No. 333-88446) Filed June 6,
2002.10.2
    
    
    Management Agreement incorporated by reference to Exhibit 10.2 to
PFGI Capitals Amended Registration Statement on Form S-3/A
(Registration No. 333-88446) Filed June 6, 2002.
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10.3
    
    
    Exchange Agreement incorporated by reference to Exhibit 10.3 to
PFGI Capitals Amended Registration Statement on Form S-3/A
(Registration No. 333-88446) Filed June 6, 2002.*11.0
    
    
    Statement re computation of per share earnings incorporated by
reference to Note 4 of the Notes to Financial Statements of
this report.*12.0
    
    
    Statement of Computation of Ratio of Earnings to Fixed Charges
attached to this report.14.0
    
    
    Code of Ethics (filed as
Exhibit 14.1 to Registrant's Current Report on Form 8-K filed
on April 20, 2005, and incorporated herein by reference).*23.0
    
    
    Consent of Independent Registered Public Accounting Firm
attached to this report.*24.0
    
    
    Power of Attorney for Directors signatures attached to this report.31.1
    
    
    Chief Executive Officer Sarbanes-Oxley Act 302 Certification dated
March 31, 2005 for PFGI Capital Corporations Annual Report on Form
10-K for the year ended December 31, 2004.31.2
    
    
    Chief Financial Officer Sarbanes-Oxley Act 302 Certification dated
March 31, 2005 for PFGI Capital Corporations Annual Report on Form
10-K for the year ended December 31, 2004.31.3
    
    
    Chief Executive Officer Sarbanes-Oxley Act 302 Certification dated
August 9, 2005 for PFGI Capital Corporations Annual Report on Form
10-K/A for the year ended December 31, 2004.31.4
    
    
    Chief Financial Officer Sarbanes-Oxley Act 302 Certification dated
August 9, 2005 for PFGI Capital Corporations Annual Report on Form
10-K/A for the year ended December 31, 2004.*32.1
    
    
    Section 1350 Certification of Principal Executive Officer attached
to this report.*32.2
    
    
    Section 1350 Certification of Principal Financial Officer attached
to this report.
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SIGNATURES
  PFGI Capital Corporation/s/ Susan M. KinseySusan M. KinseyPresidentAugust 9, 2005
  Signature
    
    Capacity
    
    Date/s/ Susan M. Kinsey *
    
    Director and President
    
    August 9, 2005Susan M. Kinsey
    
    (Principal Executive Officer)/s/ T. James Berry *
    
    Director
    
    August 9, 2005T. James Berry/s/ Dett Hunter *
    
    Director
    
    August 9, 2005Dett Hunter/s/ Linda K. Erkkila *
    
    Director and Secretary
    
    August 9, 2005Linda K. Erkkila/s/ Jan M. Bone
    
    Director, Vice President
    
    August 9, 2005Jan M. Bone/s/ J. David Rosenberg *
    
    Director
    
    August 9, 2005J. David Rosenberg/s/ John E. Rubenbauer *
    
    Director
    
    August 9, 2005John E. Rubenbauer/s/ David J. Lucido *
    
    Director, Chief Financial
    
    August 9, 2005David J. Lucido
    
    Officer and Treasurer/s/ J. Richard Jordan *
    
    Director, Vice President
    
    August 9, 2005J. Richard Jordan
    
    and Assistant Secretary
  /s/ Linda K. ErkkilaLinda K. Erkkila, attorney-in-fact
 4