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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
X	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* FASCITELLI ELIZABETH C (Last) (First) (Middle) C/O GOLDMAN, SACHS & CO. 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 10% Owner Officer (give title below) X Other (specify below) Former Director
	3. Date of Earliest Transaction (Month/Day/Year) 08/18/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	08/18/2004		S		75,180 ( 2 ) ( 3 )	D	$33	276,369	I	See Footnotes ( 1 ) ( 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

Explanation of Responses:

1. The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of her pecuniary interest therein, if any. Effective August 9, 2004, the Reporting Person resigned from the board of directors of Carmike Cinemas, Inc. (the "Company").

2. Pursuant to an underwriting agreement, dated August 3, 2004 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock of the Company, par value $.03 per share (the "Common Stock") by the Company and certain selling stockholders (including the Limited Partnerships (as defined below)) (the "Selling Stockholders") pursuant to an effective registration statement on Form S-3 (Registration No. 333-117403) filed by the Company on August 4, 2004, which offering was consummated on August 9, 2004, the underwriters party to the Underwriting Agreement (the "Underwriters") elected to exercise 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 August 18, 2004, the sale of shares of the Company's Common Stock by the Selling Stockholders to the Underwriters pursuant to the exercise by the Underwriters of the Over-Allotment Option was consummated and in connection with such sale, the Limited Partnerships sold an aggregate of 75,180 shares of the Company's Common Stock 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. 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. Additionally, each of Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 276,069 shares of Common Stock, consisting of the 276,069 shares of Common Stock beneficially owned directly by 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 and GS Group each disclaims beneficial ownership of the securities owned by the Limited Partnerships except to the extent of its pecuniary interest therein.

	s/ Edward T. Joel, Attorney-in-fact	08/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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