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* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CARMIKE CINEMAS INC [ CKEC ]	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) 02/11/2004
	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	02/11/2004		S		383,406(2)(3)	D	$32	2,693,212	I	See Footnotes(1)(2)(3)(4)(5)(6)(7)

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* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (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* GOLDMAN SACHS & CO (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (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* GS CAPITAL PARTERS III L P (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (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* GS CAPITAL PARTNERS III OFFSHORE LP (Last) (First) (Middle) MESSE TURM 60308 FRANKFURT AM MAIN (Street) GERMANY 2M 00000 (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* GS ADVISORS III LLC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (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* GS CAPITAL PARTNERS III GERMANY CLP (Last) (First) (Middle) MESSE TURM 60308 FRANKFURT AM MAIN (Street) GERMANY 2M 00000 (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* GOLDMAN SACHS & CO OHG (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (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* BRIDGE STREET FUND 1998 LP (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (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* STONE STREET FUND 1998 LP (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (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* STONE STREET 1998 LLC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (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 statement is being filed by GS Capital Partners III, L.P. ("GSCP III"), GS Capital Partners III Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III Germany Civil Law Partnership (with limitation of liability) ("GSCP III Germany"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998" and, together with GSCP III, GSCP III Offshore, GSCP III Germany and Stone 1998, the "Limited Partnerships"), Stone Street 1998, L.L.C. ("Stone 1998 GP"), GS Advisors III, L.L.C. ("GS Advisors III"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs & Co. ("Goldman Sachs"), and The Goldman Sachs Group, Inc. ("GS Group" and, together with the Limited Partnerships, Stone 1998 GP, GS Advisors III, GS oHG and Goldman Sachs, the "Reporting Persons").

2. Pursuant to an underwriting agreement, dated January 29, 2004 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $.03 per share (the "Common Stock"), of Carmike Cinemas, Inc. (the "Company") by the Company and certain selling stockholders (including the Limited Partnerships) (the "Selling Stockholders") pursuant to a registration statement filed by the Company on Form S-3 (Registration No. 333-90028) which was declared effective by the Securities and Exchange Commission on January 29, 2004 and which offering was consummated on February 4, 2004, the underwriters party to the Underwriting Agreement (the "Underwriters") elected to exercise in full an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from the Selling Stockholders.

3. On February 11, 2004, the sale of shares of the Company's Common Stock by the Selling Stockholders to the Underwriters pursuant to the exercise in full by the Underwriters of the Over-Allotment Option was consummated and in connection with such sale, GSCP III; GSCP III Offshore; GSCP III Germany; Stone 1998 and Bridge 1998 sold 261,200; 71,807; 12,058; 29,452 and 8,889 shares of the Company's Common Stock, respectively, to the Underwriters. Goldman Sachs is one of the several Underwriters under the Underwriting Agreement.

4. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 100 shares of Common Stock. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities owned directly by Goldman Sachs. Spear, Leeds & Kellogg, L.P. ("SLK") beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. SLK is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned directly by SLK.

5. Each of Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,692,912 shares of Common Stock beneficially owned by the Limited Partnerships. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the manager of GS Advisors III and Stone 1998 GP and as the investment manager of GSCP III, GSCP III Offshore and GSCP III Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the securities owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

6. GSCP III beneficially owns directly 1,834,581 shares of Common Stock and GSCP III Offshore beneficially owns directly 504,348 shares of Common Stock. GS Advisors III, as the sole general partner of GSCP III and GSCP III Offshore, may be deemed to beneficially own indirectly an aggregate of 2,338,929 shares of Common Stock. GS Advisors III disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSCP III Germany beneficially owns directly, and its managing partner, GS oHG, may be deemed to beneficially own indirectly 84,693 shares of Common Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

7. Stone 1998 beneficially owns directly 206,860 shares of Common Stock and Bridge 1998 beneficially owns directly 62,430 shares of Common Stock. Stone 1998 GP, as the general partner of Stone 1998 and the managing general partner of Bridge 1998, may be deemed to beneficially own indirectly, in the aggregate, 269,290 shares of Common Stock. Stone 1998 GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

	s/ Roger S. Begelman, Attorney-in-fact	02/13/2004
	s/ Roger S. Begelman, Attorney-in-fact	02/13/2004
	s/ Roger S. Begelman, Attorney-in-fact	02/13/2004
	s/ Roger S. Begelman, Attorney-in-fact	02/13/2004
	s/ Roger S. Begelman, Attorney-in-fact	02/13/2004
	s/ Roger S. Begelman, Attorney-in-fact	02/13/2004
	s/ Roger S. Begelman, Attorney-in-fact	02/13/2004
	s/ Roger S. Begelman, Attorney-in-fact	02/13/2004
	s/ Roger S. Begelman, Attorney-in-fact	02/13/2004
	s/ Roger S. Begelman, Attorney-in-fact	02/13/2004
	** 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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