<PAGE>
     As filed with the Securities and Exchange Commission on March 29, 2002

                                                     Registration No. 333-
                                                                           -----
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              CARMIKE CINEMAS, INC.
               (Exact name of issuer as specified in its charter)

                      DELAWARE                          58-1469127
           (State or other jurisdiction of           (I.R.S. Employer
           incorporation or organization)          Identification No.)

                  1301 FIRST AVENUE
                  COLUMBUS, GEORGIA                       31901
      (Address of principal executive offices)          (Zip Code)

                      CARMIKE CINEMAS, INC. 2002 STOCK PLAN
                            (Full title of the plan)

                                MARTIN A. DURANT
                  SENIOR VICE PRESIDENT-FINANCE, TREASURER AND
                             CHIEF FINANCIAL OFFICER
                              CARMIKE CINEMAS, INC.
                                1301 FIRST AVENUE
                             COLUMBUS, GEORGIA 31901
                                 (706) 576-3400
 (Name, address and telephone number, including area code, of agent for service)

  The Commission is requested to mail signed copies of all orders, notices and
                               communications to:

                                TERRY C. BRIDGES
                              TROUTMAN SANDERS LLP
                        600 PEACHTREE STREET, SUITE 5200
                             ATLANTA, GEORGIA 30308
                                 (404) 885-3000

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                       CALCULATION OF REGISTRATION FEE
------------------------------------ ---------------- -------------------- ------------------- ----------------
                                                                                Proposed
      Title of each class of          Amount to be     Proposed maximum    maximum aggregate      Amount of
    securities to be registered       registered(1)   offering price per   offering price(2)    registration
                                                           share(2)                                  fee
------------------------------------ ---------------- -------------------- ------------------- ----------------
<S>                                  <C>              <C>                  <C>                 <C>
Common Stock, par value $0.03          1,000,000          $18.57             $18,570,000.00       $1,708.44
                                         shares
------------------------------------ ---------------- -------------------- ------------------- ----------------
</TABLE>

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
         (the "Securities Act") includes an indeterminate number of additional
         shares that may be offered and issued to prevent dilution resulting
         from stock splits, stock dividends or similar transactions.

(2)      Estimated solely for the purpose of calculating the registration fee,
         in accordance with Rule 457 (h)(1) on the average of the high and low
         sales prices of $19.04 and $18.10 per share for Carmike Cinemas, Inc.
         Common Stock, par value $0.03 per share (ticker symbol "CMKC") on the
         Over-the-Counter Bulletin Board on March 27, 2002.

================================================================================
<PAGE>




         PART I -- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents constituting Part I of this registration statement have
been or will be sent or given to participants in the Carmike Cinemas, Inc. 2002
Stock Plan (the "Plan") as specified by Rule 428 (b)(1) under the Securities
Act. These documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

         Upon written or oral request, Carmike Cinemas, Inc. (the "Company")
will provide, without charge, the documents incorporated by reference in Item 3
of Part II of this registration statement. The Registrant also will provide,
without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b) under the Securities Act.
Requests for the above mentioned information should be directed to the Chief
Financial Officer, Carmike Cinemas, Inc., 1301 First Avenue, Columbus, Georgia,
31901, telephone number (706) 576-3400.

          PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference into this registration statement
as of their respective dates of filing:

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000;

         (b)      the Company's Quarterly Reports on Form 10-Q for the periods
                  ending March 31, 2001, June 30, 2001 and September 30, 2001
                  filed May 15, 2001, August 14, 2001 and November 14, 2001,
                  respectively;

         (c)      the Company's Current Reports on Form 8-K filed October 3,
                  2001, November 19, 2001 and January 22, 2002; and

         (d)      the description of the Company's Common Stock, par value
                  $0.03, contained in the Company's Amendments to Registration
                  Statement on Form 8-A filed January 31, 2002 and February 14,
                  2002, including any further amendments or reports filed for
                  the purpose of updating such description.

         All documents filed subsequent to the date of this registration
statement by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters any securities then remaining unsold,
shall also be deemed to be incorporated by reference in this registration
statement and to be a part hereof from their respective dates of filing.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.


                                       2
<PAGE>

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law (the "DGCL"), which provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers and
directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.

         Reference is also made to Section 102(b)(7) of the DGCL, which permits
a corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (having to do with unlawful payment of dividends or
unlawful stock purchase redemptions) or (iv) for any transaction from which the
director derived an improper personal benefit.

         The Amended and Restated Certificate of Incorporation of the Company
provides for the elimination of personal liability of a director for breach of
fiduciary duty as permitted by the DGCL and the Amended and Restated Bylaws of
the Company permit indemnification by the Company of its directors and officers
to the full extent permitted by Section 145 of the DGCL.

         The Company has directors and officers liability insurance that insures
the directors and officers of the Company against certain liabilities.


Item 7.           Exemption from Registration Claimed.

         Not applicable.


                                       3
<PAGE>

Item 8.           Exhibits.

         (A)      The following exhibits are filed as part of this Registration
Statement:

<TABLE>
<CAPTION>
         Exhibit
         Number
         ------
         <S>      <C>

         4.1      Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to Carmike Cinemas,
                  Inc.'s Amendment to Form 8-A filed on January 31, 2002).

         4.2      Carmike Cinemas, Inc. 2002 Stock Plan.

         5        Opinion of Troutman Sanders LLP.

         23.1     Consent of Ernst & Young LLP, independent auditors.

         23.2     Consent of Troutman Sanders LLP (contained in Exhibit 5
                  hereto).

         24       Power of Attorney (included in the signature page of this
                  Registration Statement).
</TABLE>

Item 9.           Undertakings.

         (a)      Rule 415 offerings. The undersigned registrant hereby
undertakes:

                  (1)      To file, during any period in which offers or sales
                  are being made, a post-effective amendment to this
                  registration statement to include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement;

                  (2)      That, for the purpose of determining any liability
                  under the 1933 Act, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3)      To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of any
                  offering.

         (b)      Filings incorporating subsequent Exchange Act documents by
reference. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)      Filing of registration statement on Form S-8. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in


                                       4
<PAGE>

the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.


                                       5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, Georgia, on this 29th day of March, 2002.

                                      CARMIKE CINEMAS, INC.


                                      By:      /s/ Michael W. Patrick
                                         -------------------------------------
                                         Michael W. Patrick
                                         President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael W. Patrick, Martin A. Durant and
Anthony J. Rhead, and each of them, such person's true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement
(including any post-effective amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or would do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or their
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement, as amended, has been signed by the following persons in the
capacities indicated below on this 29th day of March, 2002.


        Signature                                    Title


/s/ Michael W. Patrick          President, Chief Executive Officer (Principal
---------------------------     Executive Officer) and Director
Michael W. Patrick


/s/ Martin A. Durant            Senior Vice President-Finance, Treasurer and
---------------------------     Financial Officer (Principal Financial
Martin A. Durant                and Accounting Officer)


/s/ C.L. Patrick, Sr.           Director
---------------------------
C.L. Patrick, Sr.

                                Director
---------------------------
Denis F. Cronin


/s/ Ian M. Cumming              Director
---------------------------
Ian M. Cumming


                                       6
<PAGE>



/s/ Elizabeth C. Fascitelli     Director
---------------------------
Elizabeth C. Fascitelli


                                Director
---------------------------
Richard A. Friedman


/s/ John W. Jordan, II          Director
---------------------------
John W. Jordan, II


/s/ Carl L. Patrick, Jr.        Director
---------------------------
Carl L. Patrick, Jr.


/s/ Jane Lee Vris               Director
---------------------------
Jane Lee Vris


/s/ David W. Zalaznick          Director
---------------------------
David W. Zalaznick


                                       7
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
         Exhibit
         Number
         ------
<S>               <C>

         4.1      Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to Carmike Cinemas,
                  Inc.'s Amendment to Form 8-A filed on January 31, 2002).

         4.2      Carmike Cinemas, Inc. 2002 Stock Plan.

         5        Opinion of Troutman Sanders LLP.

         23.1     Consent of Ernst & Young LLP, independent auditors.

         23.2     Consent of Troutman Sanders LLP (contained in Exhibit 5
                  hereto).

         24       Power of Attorney (included in the signature page of this
                  Registration Statement).
</TABLE>


                                       8
[{"type": "S-8", "sequence": "1", "filename": "g75020s-8.txt", "description": "CARMIKE CINEMAS, INC.", "secsgml_size_bytes": 19389}]
{"company-data": {"conformed-name": "CARMIKE CINEMAS INC", "cik": "0000799088", "assigned-sic": "7830", "irs-number": "581469127", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85194", "film-number": "02593814"}, "business-address": {"street1": "1301 FIRST AVE", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7065763400"}, "mail-address": {"street1": "P O BOX 391", "city": "COLUMBUS", "state": "GA", "zip": "31994"}}
As filed with the Securities and Exchange Commission on March 29, 2002

                                                     Registration No. 333-
                                                                           -----
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              CARMIKE CINEMAS, INC.
               (Exact name of issuer as specified in its charter)

                      DELAWARE                          58-1469127
           (State or other jurisdiction of           (I.R.S. Employer
           incorporation or organization)          Identification No.)

                  1301 FIRST AVENUE
                  COLUMBUS, GEORGIA                       31901
      (Address of principal executive offices)          (Zip Code)

                      CARMIKE CINEMAS, INC. 2002 STOCK PLAN
                            (Full title of the plan)

                                MARTIN A. DURANT
                  SENIOR VICE PRESIDENT-FINANCE, TREASURER AND
                             CHIEF FINANCIAL OFFICER
                              CARMIKE CINEMAS, INC.
                                1301 FIRST AVENUE
                             COLUMBUS, GEORGIA 31901
                                 (706) 576-3400
 (Name, address and telephone number, including area code, of agent for service)

  The Commission is requested to mail signed copies of all orders, notices and
                               communications to:

                                TERRY C. BRIDGES
                              TROUTMAN SANDERS LLP
                        600 PEACHTREE STREET, SUITE 5200
                             ATLANTA, GEORGIA 30308
                                 (404) 885-3000
---------------------------------------------------------------------------------------------------------------
                                       CALCULATION OF REGISTRATION FEE
------------------------------------ ---------------- -------------------- ------------------- ----------------
                                                                                Proposed
      Title of each class of          Amount to be     Proposed maximum    maximum aggregate      Amount of
    securities to be registered       registered(1)   offering price per   offering price(2)    registration
                                                           share(2)                                  fee
------------------------------------ ---------------- -------------------- ------------------- ----------------
Common Stock, par value $0.03          1,000,000          $18.57             $18,570,000.00       $1,708.44
                                         shares
------------------------------------ ---------------- -------------------- ------------------- ----------------
(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
         (the "Securities Act") includes an indeterminate number of additional
         shares that may be offered and issued to prevent dilution resulting
         from stock splits, stock dividends or similar transactions.

(2)      Estimated solely for the purpose of calculating the registration fee,
         in accordance with Rule 457 (h)(1) on the average of the high and low
         sales prices of $19.04 and $18.10 per share for Carmike Cinemas, Inc.
         Common Stock, par value $0.03 per share (ticker symbol "CMKC") on the
         Over-the-Counter Bulletin Board on March 27, 2002.

================================================================================
PART I -- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents constituting Part I of this registration statement have
been or will be sent or given to participants in the Carmike Cinemas, Inc. 2002
Stock Plan (the "Plan") as specified by Rule 428 (b)(1) under the Securities
Act. These documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

         Upon written or oral request, Carmike Cinemas, Inc. (the "Company")
will provide, without charge, the documents incorporated by reference in Item 3
of Part II of this registration statement. The Registrant also will provide,
without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b) under the Securities Act.
Requests for the above mentioned information should be directed to the Chief
Financial Officer, Carmike Cinemas, Inc., 1301 First Avenue, Columbus, Georgia,
31901, telephone number (706) 576-3400.

          PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference into this registration statement
as of their respective dates of filing:

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000;

         (b)      the Company's Quarterly Reports on Form 10-Q for the periods
                  ending March 31, 2001, June 30, 2001 and September 30, 2001
                  filed May 15, 2001, August 14, 2001 and November 14, 2001,
                  respectively;

         (c)      the Company's Current Reports on Form 8-K filed October 3,
                  2001, November 19, 2001 and January 22, 2002; and

         (d)      the description of the Company's Common Stock, par value
                  $0.03, contained in the Company's Amendments to Registration
                  Statement on Form 8-A filed January 31, 2002 and February 14,
                  2002, including any further amendments or reports filed for
                  the purpose of updating such description.

         All documents filed subsequent to the date of this registration
statement by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters any securities then remaining unsold,
shall also be deemed to be incorporated by reference in this registration
statement and to be a part hereof from their respective dates of filing.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

                                       2
Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law (the "DGCL"), which provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers and
directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.

         Reference is also made to Section 102(b)(7) of the DGCL, which permits
a corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (having to do with unlawful payment of dividends or
unlawful stock purchase redemptions) or (iv) for any transaction from which the
director derived an improper personal benefit.

         The Amended and Restated Certificate of Incorporation of the Company
provides for the elimination of personal liability of a director for breach of
fiduciary duty as permitted by the DGCL and the Amended and Restated Bylaws of
the Company permit indemnification by the Company of its directors and officers
to the full extent permitted by Section 145 of the DGCL.

         The Company has directors and officers liability insurance that insures
the directors and officers of the Company against certain liabilities.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

                                       3
Item 8.           Exhibits.

         (A)      The following exhibits are filed as part of this Registration
Statement:
Exhibit
         Number
         ------
4.1      Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to Carmike Cinemas,
                  Inc.'s Amendment to Form 8-A filed on January 31, 2002).

         4.2      Carmike Cinemas, Inc. 2002 Stock Plan.

         5        Opinion of Troutman Sanders LLP.

         23.1     Consent of Ernst & Young LLP, independent auditors.

         23.2     Consent of Troutman Sanders LLP (contained in Exhibit 5
                  hereto).

         24       Power of Attorney (included in the signature page of this
                  Registration Statement).
Item 9.           Undertakings.

         (a)      Rule 415 offerings. The undersigned registrant hereby
undertakes:

                  (1)      To file, during any period in which offers or sales
                  are being made, a post-effective amendment to this
                  registration statement to include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement;

                  (2)      That, for the purpose of determining any liability
                  under the 1933 Act, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3)      To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of any
                  offering.

         (b)      Filings incorporating subsequent Exchange Act documents by
reference. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)      Filing of registration statement on Form S-8. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in

                                       4
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, Georgia, on this 29th day of March, 2002.

                                      CARMIKE CINEMAS, INC.

                                      By:      /s/ Michael W. Patrick
                                         -------------------------------------
                                         Michael W. Patrick
                                         President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael W. Patrick, Martin A. Durant and
Anthony J. Rhead, and each of them, such person's true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement
(including any post-effective amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or would do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or their
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement, as amended, has been signed by the following persons in the
capacities indicated below on this 29th day of March, 2002.

        Signature                                    Title

/s/ Michael W. Patrick          President, Chief Executive Officer (Principal
---------------------------     Executive Officer) and Director
Michael W. Patrick

/s/ Martin A. Durant            Senior Vice President-Finance, Treasurer and
---------------------------     Financial Officer (Principal Financial
Martin A. Durant                and Accounting Officer)

/s/ C.L. Patrick, Sr.           Director
---------------------------
C.L. Patrick, Sr.

                                Director
---------------------------
Denis F. Cronin

/s/ Ian M. Cumming              Director
---------------------------
Ian M. Cumming

                                       6
/s/ Elizabeth C. Fascitelli     Director
---------------------------
Elizabeth C. Fascitelli

                                Director
---------------------------
Richard A. Friedman

/s/ John W. Jordan, II          Director
---------------------------
John W. Jordan, II

/s/ Carl L. Patrick, Jr.        Director
---------------------------
Carl L. Patrick, Jr.

/s/ Jane Lee Vris               Director
---------------------------
Jane Lee Vris

/s/ David W. Zalaznick          Director
---------------------------
David W. Zalaznick

                                       7
EXHIBIT INDEX
Exhibit
         Number
         ------
4.1      Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to Carmike Cinemas,
                  Inc.'s Amendment to Form 8-A filed on January 31, 2002).

         4.2      Carmike Cinemas, Inc. 2002 Stock Plan.

         5        Opinion of Troutman Sanders LLP.

         23.1     Consent of Ernst & Young LLP, independent auditors.

         23.2     Consent of Troutman Sanders LLP (contained in Exhibit 5
                  hereto).

         24       Power of Attorney (included in the signature page of this
                  Registration Statement).
8