UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): May 13, 2011~~1934

Date of report (Date of earliest event reported): May 17, 2011 (May 17, 2011)

EPL INTERMEDIATE, INC.

(Exact name of registrant as specified in its charter)

333-115644

Delaware	333-115644	13-4092105
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

~~(Commission~~3535 ~~File~~Harbor ~~Number)~~Blvd. Suite 100, Costa Mesa, California 92626

Delaware		13-4092105
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

(Address of principal executive offices, including zip code)

3535 Harbor Blvd. Suite 100, Costa Mesa, California		92626
(Address of principal executive offices)		(Zip Code)

(714) 599-5000

(Registrant’s telephone number, including area code~~: (714~~) ~~599-5000~~

~~Check~~Not ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Applicable

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (17Former ~~CFR~~name ~~230.425)~~or oformer ~~Soliciting~~address, ~~material~~if ~~pursuant~~changed tosince ~~Rule~~last ~~14a-12 under the Exchange Act (17 CFR 240.14a-12~~report) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.012. ~~Other~~ ~~Events~~below):

In[ ~~connection~~] ~~with~~Written ~~presentations~~communications pursuant to ~~certain~~Rule ~~institutional~~425 ~~investors,~~under ~~EPL~~the ~~Intermediate,~~Securities ~~Inc.~~Act (~~the~~17 ~~“Company”)~~CFR ~~is disclosing the following information~~230.425)

	Last trailing 12 months, as of March 30, 2011
	(amounts in thousands)
Net Loss	$ (38,571)
Plus: Interest expense, net	37,611
Less: Benefit for income taxes	(10,137)
Plus: Depreciation and amortization	10,604
Plus: Non-cash impairment to intangible assets and underperforming stores	35,193
Plus: Various non-recurring expenses noted in Note (1) below	2,310
Plus: General and Administrative expenses as noted in Note (2) below	1,159
Plus: Sponsor management fee and anticipated lower accounting fees	912
Plus: Elimination of estimated net operating losses on six restaurants planned to be closed and closed restaurant reserve	766
Plus: Straight line rent adjustment	515
Plus: Net of various other adjustments	338
Adjusted EBITDA	$ 40,700

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(1)~~[ ~~Expenses~~] ~~for~~Pre-commencement ~~severance~~communications topursuant ~~officers, a major consulting project, certain legal costs, recruiting fees for officers, bad debt expense pertaining~~ to ~~one~~Rule ~~franchise~~14d-2(b) ~~and~~under ~~dead-site~~the ~~costs~~Exchange ~~for~~Act ~~one~~(17 ~~location~~CFR 240.14d-2(b))

~~(2)~~[ ~~Reduced~~] ~~estimated~~Pre-commencement ~~net~~communications ~~compensation~~pursuant ~~expense going forward mainly related~~ to ~~officers~~Rule no13e-4(c) ~~longer~~under ~~with~~ the ~~Company~~Exchange ~~and~~Act ~~estimated~~(17 ~~savings~~CFR ~~in the Company’s IT department~~240.13e-4(c))

~~Non-GAAP Financial~~Item ~~Measures~~8.01. Other Events.

~~The~~On ~~Company~~May ~~defines~~17, ~~adjusted~~2011, ~~EBITDA~~EPL asIntermediate, ~~net~~Inc. ~~income or loss attributable to~~ (the “Company”) ~~before~~announced ~~income~~completion ~~taxes~~of orthe ~~benefits,~~previously ~~interest~~announced ~~expense~~redemption ~~(net),~~of ~~depreciation~~its ~~and~~14½% ~~amortization,~~Senior ~~asset~~Discount ~~impairments~~Notes ~~and~~due ~~closed~~2014 ~~store~~(the ~~expenses~~“Notes”), ~~pre-opening~~issued ~~expenses,~~pursuant ~~management~~to ~~fees~~the Indenture, ~~certain~~dated ~~non-recurring~~as ~~income~~of ~~and~~November ~~expense~~18, ~~items~~2005, ~~and~~among ~~other~~the ~~income~~Company and ~~expense items unrelated to operating performance.~~ The ~~Company~~Bank ~~considers adjusted EBITDA to be an important measure~~ of ~~the~~New ~~performance~~York ofMellon ~~core~~Trust ~~operations~~Company, ~~because~~N.A., ~~adjusted~~a ~~EBITDA~~national ~~excludes~~banking ~~various~~association, ~~income~~as ~~and~~trustee ~~expense~~(the ~~items~~“Indenture”), ~~that~~effective ~~are~~May ~~not~~15, ~~indicative~~2011 of (the ~~Company’s~~“Redemption ~~operating performance~~Date”). The Company ~~believes~~redeemed ~~that~~a ~~adjusted~~portion ~~EBITDA~~of ~~is useful to investors in evaluating~~ the ~~Company’s~~Notes ~~ability~~equal to ~~incur and service debt~~$10,144,000, ~~make~~the ~~capital~~Mandatory ~~expenditures~~Principal ~~and~~Redemption ~~meet~~Amount ~~working~~(as ~~capital~~defined ~~requirements. The~~in ~~Company~~the ~~also~~Indenture), ~~believes~~at ~~that~~a ~~adjusted~~redemption ~~EBITDA~~price isequal ~~useful~~ to ~~investors~~104.500% inof ~~evaluating~~ the ~~Company’s~~Accreted ~~operating~~Value ~~performance~~(as ~~compared~~defined ~~to that of other companies~~ in the ~~same~~Indenture) ~~industry,~~of assuch ~~the~~portion ~~calculation~~ of ~~adjusted EBITDA eliminates~~ the ~~effects of financing~~Notes, ~~income~~plus ~~taxes~~accrued and ~~the~~unpaid ~~accounting~~interest ~~effects~~on ofthe ~~capital~~Notes ~~spending~~to, ~~all~~but ofnot ~~which~~including, ~~may~~the ~~vary~~Redemption ~~from one company to another for reasons unrelated to overall operating performance~~Date. ~~The~~A ~~Company’s~~copy ~~calculation~~ of ~~adjusted~~the ~~EBITDA~~press is not necessarily comparable to that of other similarly titled measures reported by other companies. Adjusted EBITDA is not a presentation made in accordance with U.S. generally accepted accounting principles and accordingly should not be considered as an alternative torelease, ordated ~~more~~May ~~meaningful than~~17, ~~earnings from operations~~2011, ~~cash~~announcing ~~flows~~completion ~~from operations or other traditional indications~~ of athe ~~company~~Company’s ~~operating~~partial ~~performance~~redemption orof ~~liquidity. Adjusted~~the ~~EBITDA~~Notes ~~contains~~is ~~estimates~~attached ~~and~~as ~~may~~Exhibit ~~or may not be a true measure of actual financial performance~~99. ~~Actual~~1 ~~financial~~hereto ~~performance~~and ~~may~~is beincorporated ~~materially~~herein ~~different~~by ~~than this disclosed adjusted EBITDA~~reference.

~~SIGNATURE~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~The tofollowing ~~the~~exhibits ~~requirements~~are offiled ~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.~~herewith:

~~EPL INTERMEDIATE, INC.~~ (~~Registrant~~d) ~~By: /s/ Brian Carmichael Brian Carmichael Vice President of Development~~Exhibits.

Date: May 13, 2011

Exhibit No.		Description
99.1		Press release dated May 17, 2011 announcing completion of partial redemption of the Company’s 14½% Senior Discount Notes due 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EPL INTERMEDIATE, INC.

Dated: May 17, 2011	By:	/s/ Brian Carmichall
		Name: Brian Carmichall
		Title: Vice President of Development

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press release dated May 17, 2011 announcing completion of partial redemption of the Company’s 14½% Senior Discount Notes due 2014

Filing Compare · EPL Intermediate, Inc.