SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FS EQUITY PARTNERS INTERNATIONAL L P (Last) (First) (Middle) C/O FREEMAN SPOGLI & CO. 11100 SANTA MONICA BOULEVARD, SUITE 1900 (Street) LOS ANGELES CA 90025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PANTRY INC [ PTRY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 1
	3. Date of Earliest Transaction (Month/Day/Year) 01/22/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/22/2003		S		149,405(4)	D	$19	203,120(3)	D(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* FS EQUITY PARTNERS INTERNATIONAL L P (Last) (First) (Middle) C/O FREEMAN SPOGLI & CO. 11100 SANTA MONICA BOULEVARD, SUITE 1900 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 1

1. Name and Address of Reporting Person* FS&CO INTERNATIONAL LP (Last) (First) (Middle) C/O FREEMAN SPOLGI & CO. 11100 SANTA MONICA BOULEVARD, SUITE 1900 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 1

1. Name and Address of Reporting Person* FS INTERNATIONAL HOLDINGS LTD (Last) (First) (Middle) C/O FREEMAN SPOGLI & CO. 11100 SANTA MONICA BOULEVARD, SUITE 1900 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 1

1. Name and Address of Reporting Person* HALLORAN TODD W (Last) (First) (Middle) 599 LEXINGTON AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RULLMAN CHARLES P JR (Last) (First) (Middle) 11100 SANTA MONICA BLVD. SUITE 1900 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RALPH JON D (Last) (First) (Middle) 11100 SANTA MONICA BLVD. SUITE 1900 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reporting persons may be members of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock.

2. This Form 4 is being filed by more than one reporting person. FS Equity Partners International, L.P., a Delaware limited partnership (the "Partnership"), is the record owner of the common stock listed above (the "Common Stock"). FS&Co. International, L.P., a Cayman Islands limited partnership (the "General Partner"), is the sole general partner of the Partnership. FS International Holdings Limited, a Cayman Islands exempted company limited by shares ("FS International Holdings"), is the sole general partner of the General Partner. Each of the General Partner and FS International Holdings disclaim beneficial ownership of the Common Stock except to the extent of their pecuniary interest therein.

3. Todd W. Halloran, Jon D. Ralph and Charles P. Rullman, Jr. are directors of The Pantry, Inc. (the "Issuer"). Messrs. Halloran, Ralph and Rullman are directors, officers and shareholders of FS International Holdings. Messrs. Halloran, Ralph and Rullman disclaim beneficial ownership of the Common Stock beneficially owned by the Partnership, the General Partner and FS International Holdings except to the extent of their individual pecuniary interests therein.

4. On January 22, 2004 the Partnership entered into a purchase agreement for a firm committment underwritten offering in connection with which it agreed to sell 130,470 shares of Common Stock to an underwriter group pursuant to a Registration Statement on Form S-3 (Registration No. 333-111035) filed by the Issuer which was declared effective by the Securities and Exchange Commission on January 22, 2004. The purchase agreement also provided the underwriter group with an over-allotment option which was exercised by the underwriter group on January 23, 2004 and pursuant to which the Partnership became obligated to sell an additional 18,935 shares of Common Stock. The transactions being reported herein are anticipated to close on or about January 28, 2004.

	Todd W. Halloran	01/26/2004
	Jon D. Ralph	01/26/2004
	Charles P. Rullman, Jr.	01/26/2004
	Charles P. Rullman, Jr., Vice President, on behalf of FS International Holdings Limited, the sole general partner of FS&Co. International, L.P., the sole general partner of FS Equity Partners International, L.P.	01/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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