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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Domino's Pizza, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
25754A201
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
----------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No 25754A201
------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cedar Rock Capital Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,831,494
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,831,494
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,831,494
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.41%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No 25754A201
------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Brown
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,831,494
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,831,494
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,831,494
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.41%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
CUSIP No 25754A201
---------------------
Item 1. (a). Name of Issuer:
Domino's Pizza, Inc.
---------------------------------------------------------------
(b). Address of Issuer's Principal Executive Offices:
30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48106
---------------------------------------------------------------
Item 2. (a). Name of Person Filing:
Cedar Rock Capital Limited
Andrew Brown
---------------------------------------------------------------
(b). Address of Principal Business Office, or if None, Residence:
Cedar Rock Capital Limited
110 Wigmore Street
London W1U 3RW
United Kingdom
Andrew Brown
c/o Cedar Rock Capital Limited
110 Wigmore Street
London W1U 3RW
United Kingdom
---------------------------------------------------------------
(c) Citizenship:
Cedar Rock Capital Limited - United Kingdom
Andrew Brown - United Kingdom
---------------------------------------------------------------
(d). Title of Class of Securities:
Common Stock, $0.01 par value
---------------------------------------------------------------
(e). CUSIP Number:
25754A201
---------------------------------------------------------------
Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s. 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount beneficially owned:
Cedar Rock Capital Limited - 5,831,494
Andrew Brown - 5,831,494
------------------------------------------------------------------
(b) Percent of class:
Cedar Rock Capital Limited - 9.41%
Andrew Brown - 9.41%
------------------------------------------------------------------
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
-------------
Cedar Rock Capital Limited - 0
Andrew Brown - 0
(ii) Shared power to vote or to direct the vote ,
-------------
Cedar Rock Capital Limited - 5,831,494 shares
Andrew Brown - 5,831,494 shares
(iii)Sole power to dispose or to direct the ,
disposition of
-------------
Cedar Rock Capital Limited - 0
Andrew Brown - 0
(iv) Shared power to dispose or to direct the .
disposition of
-------------
Cedar Rock Capital Limited - 5,831,494 shares
Andrew Brown - 5,831,494 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [_].
N/A
----------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
N/A
----------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
----------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each member
of the group. If a group has filed this schedule pursuant to
s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See
Item 5.
N/A
----------------------------------------------------------------------
Item 10. Certification.
Each reporting person certifies that, to the best of its knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 11, 2008
------------------------------------
(Date)
CEDAR ROCK CAPITAL LIMITED*
By: /s/ Andrew Brown
------------------------------------
(Signature)
Andrew Brown, Portfolio Manager
------------------------------------
(Name/Title)
February 11, 2008
------------------------------------
(Date)
By: /s/ Andrew Brown*
------------------------------------
(Signature)
Andrew Brown
------------------------------------
(Name/Title)
* The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
AGREEMENT
The undersigned agree that this Schedule 13G, Amendment No. 1, dated
February 11, 2008 relating to the Common Stock, $0.01 par value of Domino's
Pizza, Inc. shall be filed on behalf of the undersigned.
February 11, 2008
------------------------------------
(Date)
CEDAR ROCK CAPITAL LIMITED
By: /s/ Andrew Brown
------------------------------------
(Signature)
Andrew Brown, Portfolio Manager
------------------------------------
(Name/Title)
February 11, 2008
------------------------------------
(Date)
By: /s/ Andrew Brown
------------------------------------
(Signature)
Andrew Brown
------------------------------------
(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
SK 21623 0002 854105