United States Securities and Exchange Commission

OF CHICAGO 03/06/2007 19:32 NO MARKS NEXT PCN: 002.00.00.00 -- Page is valid, no graphics BOC C12586 001.00.00.00 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

Form 10-K

(Mark One)

¥ Annual report pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the fiscal year ended December 26, 2006

or

n Transition report pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 0-19253

Panera Bread Company

(Exact name of registrant as specified in its charter)

Delaware 04-2723701

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

6710 Clayton Rd.,

Richmond Heights, MO

(Address of principal executive offices)

63117

(Zip code)

(314) 633-7100

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

None.

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock, $.0001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ¥ No n

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes n No ¥

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 and 15(d) of

the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¥ No n

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405