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* ZAM HOLDINGS L P (Last) (First) (Middle) c/o PBK Holdings, Inc. 283 Greenwich Avenue (Street) Greenwich CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COSI INC [ COSI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/29/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/04/2003	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	12/29/2003		C(1)		1,947,100	A	$1.5	5,034,220(2)	D(3)(4)

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
Warrant	$0.0157(5)	12/29/2003		J(5)		2,203		11/08/2001	11/06/2006	Common Stock	21,430(5)	(5)	1(2)(5)	D(3)(4)
Senior Secured Convertible Note	$1.5	12/29/2003		C(1)			972,021.08(6)	11/24/2003	(7)	Common Stock	648,014	(8)	0	D(3)(4)
Senior Secured Convertible Note	$1.5	12/29/2003		C(1)			1,948,629.9(6)	11/24/2003	(7)	Common Stock	1,299,086	(8)	0	D(3)(4)

1. Name and Address of Reporting Person* ZAM HOLDINGS L P (Last) (First) (Middle) c/o PBK Holdings, Inc. 283 Greenwich Avenue (Street) Greenwich CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PBK HOLDINGS INC (Last) (First) (Middle) 283 Greenwich Avenue (Street) Greenwich CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KORSANT PHILIP B (Last) (First) (Middle) C/O PBK HOLDINGS, INC. 283 GREENWICH AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This transaction represents the conversion of two senior secured convertible notes of the Issuer held by ZAM Holdings, L.P. ("ZAM Holdings") pursuant to its obligation under an Investment Agreement, dated as of August 5, 2003.

2. As of December 29, 2003, ZAM Holdings is the beneficial owner of 5,034,220 shares of the Issuer's Common Stock. ZAM Holdings owns 4,573,080 shares of such Common Stock directly. 461,140 shares may be obtained upon exercise of warrants.

3. The securities reported are directly owned only by ZAM Holdings. PBK Holdings, Inc. ("PBK Holdings"), as the general partner of ZAM Holdings, and Philip B. Korsant ("Korsant"), as the sole shareholder of PBK Holdings, may be deemed indirect beneficial owners under Rule 16a-1(a)(1) of the Securities Exchange Act of 1934, as amended (the "Act"), of securities of the Issuer beneficially owned by ZAM Holdings. Other than with respect to their direct or indirect ownership interest in ZAM Holdings, PBK Holdings and Korsant are not beneficial owners pursuant to Rule 16a-1(a)(1) of the Act of any securities of the Issuer.

4. PBK Holdings, as the general partner of ZAM Holdings and as the general partner of certain limited partners of ZAM Holdings, and Korsant, as sole shareholder of PBK Holdings, may be deemed indirect beneficial owners under Rule 16a-1(a)(2) of the Act of securities of the Issuer beneficially owned by ZAM Holdings. Other than with respect to their direct or indirect ownership interest in ZAM Holdings, PBK Holdings and Korsant are not beneficial owners pursuant to Rule 16a-1(a)(2) of the Act of any securities of the Issuer.

5. Due to recent issuances of shares by the Issuer, the antidilution provisions of this previously reported warrant have increased the number of shares underlying the warrant by 2,203 shares from 19,227 to 21,430 shares. Additionally, due to the recent issuance of shares by the Issuer, the antidilution provisions of this warrant have reduced the exercise price from $.0175 to $.0157.

6. These figures reflect the aggregate dollar amount of the note, rather than the number of notes, and include unpaid interest on the notes accrued since the last interest payment date through the date these notes were converted.

7. The notes did not have an expiration date; however, they were payable on December 31, 2004.

8. Not applicable.

Remarks:

This Form 4/A is being filed as a third amendment to the Form 4 filed on February 4, 2003. A first amendment was filed on November 26, 2003. A second amendment was filed on December 24, 2003. This Form 4/A also supplements the Form 5 filed by the reporting persons on February 13, 2003.

	By: /s/ Fred Fogel, Vice President and Secretary of PBK Holdings, Inc., the General Partner of ZAM Holdings, L.P.	12/30/2003
	Fred Fogel, Vice President and Secretary of PBK Holdings, Inc.	12/30/2003
	Philip B. Korsant	12/30/2003
	** Signature of Reporting Person	Date
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