Pantry (PTRY)

EXPLANATORY NOTE

This amendment to the Current Report on Form 8-K filed by The Pantry, Inc. (the “Company”) with the Securities and Exchange Commission on November 10, 2008 is filed solely to correct a clerical error whereby the wrong version of the Company’s Amended and Restated Bylaws was filed as Exhibit 3.1 to the original Form 8-K. The correct version of the Company’s Amended and Restated Bylaws is filed as Exhibit 3.1 to this amendment.

Other than replacing the exhibit filed with the original Form 8-K, this amendment does not amend any other information disclosed in the original Form 8-K.

Explanatory Note

The Company hereby amends Item 6 of Part II of its Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2006, filed with the Securities and Exchange Commission on May 9, 2006, for the sole purpose of filing Exhibit 10.7. The Company inadvertently failed to include Exhibit 10.7 in the Form 10-Q for the quarterly period ended March 30, 2006. This report continues to be presented as of the date of the original filing, and the Company has not updated the disclosure in this report to a later date. All information contained in this report and the original filing is subject to updating and supplementing as provided in the Company’s periodic reports filed with the Securities and Exchange Commission.

Explanatory Note

As previously disclosed in our Current Report on Form 8-K dated July 28, 2005, on July 26, 2005, our management and audit committee of the Board of Directors have determined that our financial statements for each of the three years in the period ending September 30, 2004 and for the first two quarters of fiscal 2005 should be restated to correct the accounting for certain sale-leaseback transactions entered into by the Company. The restatement is the result of the determination by the Company that such transactions must be accounted for as financing transactions rather than as sale-leaseback transactions. The restatement recharacterizes the transactions as financing transactions, with the assets and related financing obligation carried on the balance sheet. These transactions had previously been recorded primarily as operating leases. These non-cash adjustments have no impact on historical or future cash flows or the timing of payments under the impacted lease agreements.

This Amendment No. 1 to Annual Report on Form 10-K/A amends Item 3 of Part I, Items 6, 7, 8 and 9A of Part II and Item 15 of Part IV of our Annual Report on Form 10-K for the fiscal year ended September 30, 2004, filed with the Securities and Exchange Commission on December 14, 2004. The remaining Items contained within this Amendment No. 1 to Annual Report on Form 10-K/A consist of all other Items originally contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2004 in the form filed on December 14, 2004. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K, nor modify or update those disclosures in any way other than as required to reflect the effects of the restatement, except for disclosures contained in Item 3 of Part I and except that disclosure regarding certain events that occurred subsequent to our fiscal year ended September 30, 2004, has been added to “Item 8. Consolidated Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 20 – Subsequent Events.”

THE PANTRY, INC.

Explanatory Note

As previously disclosed, our management and audit committee of our Board of Directors have determined that our financial statements for each of the three years in the period ending September 30, 2004 and for the first two quarters of fiscal 2005 should be restated to correct the accounting for certain sale-leaseback transactions entered into by the Company. The restatement is the result of the determination by the Company that such transactions must be accounted for as financing transactions, with the assets and related financing obligation carried on the balance sheet, rather than as sale-leaseback transactions. These transactions had previously been recorded primarily as operating leases. These non-cash adjustments have no impact on historical or future cash flows or the timing of payments under the impacted lease agreements. In addition, the restatement also includes the recognition of previously unrecorded accrued capital expenditures on a quarterly basis.

This Amendment No. 1 to Quarterly Report on Form 10-Q/A amends Items 1, 2 and 4 of Part I and Items 1 and 6 of Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, filed with the Securities and Exchange Commission on May 10, 2005. The remaining Items contained within this Amendment No. 1 to Quarterly Report on Form 10-Q/A consist of all other Items originally contained in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 in the form filed on May 10, 2005. This Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q, nor modify or update those disclosures in any way other than as required to reflect the effects of the restatement, except for disclosures contained in Item 1 of Part II.

Explanatory Note

As previously disclosed, our management and audit committee of our Board of Directors have determined that our financial statements for each of the three years in the period ending September 30, 2004 and for the first two quarters of fiscal 2005 should be restated to correct the accounting for certain sale-leaseback transactions entered into by the Company. The restatement is the result of the determination by the Company that such transactions must be accounted for as financing transactions, with the assets and related financing obligation carried on the balance sheet, rather than as sale-leaseback transactions. These transactions had previously been recorded primarily as operating leases. These non-cash adjustments have no impact on historical or future cash flows or the timing of payments under the impacted lease agreements. In addition, the restatement also includes the recognition of previously unrecorded accrued capital expenditures on a quarterly basis.

This Amendment No. 1 to Quarterly Report on Form 10-Q/A amends Items 1, 2 and 4 of Part I and Items 1 and 6 of Part II of our Quarterly Report on Form 10-Q for the quarterly period ended December 30, 2004, filed with the Securities and Exchange Commission on February 8, 2005. The remaining Items contained within this Amendment No. 1 to Quarterly Report on Form 10-Q/A consist of all other Items originally contained in our Quarterly Report on Form 10-Q for the quarterly period ended December 30, 2004 in the form filed on February 8, 2005. This Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q, nor modify or update those disclosures in any way other than as required to reflect the effects of the restatement, except for disclosure contained in Item 1 of Part II.

THE PANTRY, INC.

Explanatory Note

Prior to the issuance of our unaudited condensed consolidated financial statements for the quarter ended June 30, 2005, we determined that certain sale-leaseback transactions must be accounted for as financing transactions rather than sale-leaseback transactions. Subsequent to the issuance of this report we intend to restate by amendment to our audited financial statements included in our Annual Report filed on Form 10-K for the fiscal year ended September 30, 2004, and our unaudited interim financial statements included in our Quarterly Reports filed on Form 10-Q for the periods ended December 30, 2004 and March 31, 2005. The financial statements included herein reflect the restatements of our consolidated balance sheet at September 30, 2004 and our condensed consolidated statements of operations and condensed consolidated statement of cash flows for the period ended June 24, 2004. The primary effects of the restatement are discussed in Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements-Note 2-Restatement of Previously Issued Financial Statements.

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