<PAGE>   1

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended    JUNE 28, 1998
                                             -------------------------

                                       OR

          [ ]  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             1-9573
                                ----------------------------------------


                           UNO RESTAURANT CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                     Delaware                             04-2953702
          -------------------------------             -------------------
          (State or other jurisdiction of              (I.R.S. Employer
           incorporation or organization)             Identification No.)


             100 Charles Park Road, West Roxbury, Massachusetts 02132
          ---------------------------------------------------------------
                (Address of principal executive offices) (Zip Code)


                                 (617) 323-9200
          ---------------------------------------------------------------
              (Registrant's telephone number, including area code)


          ---------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 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  X      No
                                 ---        ---

     As of August 3, 1998, 10,758,101 shares of the registrant's Common Stock,
$.01 par value, were outstanding.


<PAGE>   2

                           UNO RESTAURANT CORPORATION

                                      INDEX

<TABLE>
<CAPTION>

                                                                Page
                                                                ----
<S>                                                             <C>
PART I.  FINANCIAL INFORMATION

    ITEM 1.    FINANCIAL STATEMENTS............................  3

               Consolidated Balance Sheets --
               June 28, 1998 and September 28, 1997............  3

               Consolidated Statements of Income --
               Thirteen and thirty-nine weeks ended
               June 28, 1998 and June 29, 1997.................  4

               Consolidated Statements of Cash Flows --
               Thirty-nine weeks ended June 28, 1998 and
               June 29, 1997...................................  5

               Notes to Consolidated Financial
               Statements......................................  6


    ITEM 2.    MANAGEMENT'S DISCUSSION AND
               ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS.......................  8


    ITEM 3.    QUANTITATIVE AND QUALITATIVE
               DISCLOSURE ABOUT MARKET RISKS................... 12

PART II.  OTHER INFORMATION

    ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K................ 13
</TABLE>



                                        2

<PAGE>   3

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share data)
                                                                                  June 28,          Sept.28,
                                                                                    1998              1997
                                                                                  ---------         --------
                                                                                 (Unaudited)
<S>                                                                                <C>              <C>     
                                     ASSETS
CURRENT ASSETS
 Cash                                                                              $  2,227         $  1,486
 Royalties receivable                                                                   382              728
 Consumer products receivable                                                           570              844
 Inventory                                                                            2,245            2,326
 Deferred pre-opening costs                                                             949
 Prepaid expenses and other assets                                                    2,534            1,959
                                                                                   --------         --------
   TOTAL CURRENT ASSETS                                                               7,958            8,292

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
 Land                                                                                16,689           15,883
 Buildings                                                                           27,944           25,265
 Leasehold improvements                                                              91,738           87,047
 Equipment                                                                           52,328           49,802
 Construction in progress                                                             1,873            4,201
                                                                                   --------         --------
                                                                                    190,572          182,198

Less allowance for depreciation and amortization                                     65,900           56,841
                                                                                   --------         --------
                                                                                    124,672          125,357
OTHER ASSETS
 Deferred income taxes                                                                7,503            6,599
 Royalty fee                                                                            178              241
 Liquor licenses and other assets                                                     3,197            3,243
                                                                                   --------         --------
                                                                                   $143,508         $143,732
                                                                                   ========         ========
                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                                                                  $  5,846         $  6,966
 Accrued expenses                                                                     7,952            7,563
 Accrued compensation and taxes                                                       2,653            2,641
 Income taxes payable                                                                   726            2,076
 Current portion of long-term debt and capital
  lease obligations                                                                   4,074            3,132
                                                                                   --------         --------
  TOTAL CURRENT LIABILITIES                                                          21,251           22,378

Long-term debt, net of current portion                                               41,067           42,516
Capital lease obligations, net of current portion                                       717              867
Other liabilities                                                                     7,203            7,091

SHAREHOLDERS' EQUITY
 Preferred Stock, $1.00 par value, 1,000,000 shares
  authorized, none issued
 Common Stock, $.01 par value, 25,000,000 shares authorized, 13,771,674 and
  13,754,480 shares issued and outstanding in Fiscal Years 1998 and 1997,
  respectively                                                                          138              138
 Additional paid-in capital                                                          53,898           53,803
 Retained earnings                                                                   40,009           36,816
                                                                                   --------         --------
                                                                                     94,045           90,757
 Treasury Stock (2,917,193 and 2,790,597 shares at cost,in
                 Fiscal Years 1998 and 1997, respectively)                          (20,775)         (19,877)
                                                                                   --------         --------
TOTAL SHAREHOLDERS' EQUITY                                                           73,270           70,880
                                                                                   --------         --------
                                                                                   $143,508         $143,732
                                                                                   ========         ========

</TABLE>



                                        3

<PAGE>   4

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands except per share data)

                                                        Thirteen Weeks Ended               Thirty-nine Weeks Ended
                                                      ------------------------            -------------------------
                                                      June 28,        June 29,            June 28,         June 29,
                                                        1998            1997                1998             1997
                                                      --------        --------            --------         --------
<S>                                                   <C>             <C>                  <C>             <C>     
REVENUES
 Restaurant sales                                     $45,288         $41,987              $130,171        $120,414
 Consumer product sales                                 2,475           2,210                 7,083           6,526
 Franchise income                                       1,190           1,189                 3,349           3,322
                                                      -------         -------              --------        --------
                                                       48,953          45,386               140,603         130,262

COSTS AND EXPENSES
 Cost of sales                                         12,311          11,118                35,477          32,307
 Labor and benefits                                    14,940          13,803                43,236          39,996
 Occupancy                                              7,065           6,825                21,025          19,905
 Other operating costs                                  4,567           4,245                13,369          12,519
 General and administrative                             3,487           3,338                 9,824           9,588
 Depreciation and amortization                          3,059           2,965                 9,136           8,691
 Special charges                                                        4,000                                 4,000
                                                      -------         -------              --------        --------
                                                       45,429          46,294               132,067         127,006
                                                      -------         -------              --------        --------

OPERATING INCOME                                        3,524            (908)                8,536           3,256


OTHER INCOME (EXPENSE)                                   (963)           (711)               (2,821)         (1,987)
                                                      -------         -------              --------        --------


 Income before income taxes                             2,561          (1,619)                5,715           1,269
 Provision for income taxes                               844            (549)                1,886             432
                                                      -------         -------              --------        --------

Net income before cumulative effect
 of change in accounting principle                    $ 1,717         ($1,070)             $  3,829        $    837
Cumulative effect of change in
 accounting principle for preopening
 costs net of income taxes                                                                      636
                                                      -------         -------              --------        --------
NET INCOME (LOSS)                                     $ 1,717         ($1,070)             $  3,193        $    837
                                                      =======         =======              ========        ========

Basic and Diluted Earnings per Share:
 Net income                                           $   .16         $  (.09)             $    .35        $    .07
 Cumulative effect of change in
   accounting principle                                                                    $   (.06)
                                                      -------         -------              --------        --------
Net income                                            $   .16         $  (.09)             $    .29        $    .07
                                                      =======         =======              ========        ========

Weighted average shares outstanding:
  Basic                                                10,895          12,175                10,930          12,197
  Diluted                                              10,990          12,216                10,989          12,256

</TABLE>


                                        4

<PAGE>   5

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
                                                                                  Thirty-nine weeks Ended
                                                                                 -------------------------
                                                                                 June 28,         June 29,
                                                                                   1998            1997
                                                                                 --------        ---------
<S>                                                                              <C>             <C>     
OPERATING ACTIVITIES
  Net Income (Loss)                                                              $  3,193        $    837
  Adjustments to reconcile net income to net cash
    provided by operating activities:
   Depreciation and amortization                                                    9,222           9,401
   Deferred income taxes                                                             (904)         (2,083)
   Provision for deferred rent                                                        396             446
   (Gain)Loss on disposal of equipment                                                 (6)            (15)
   Special charges                                                                  4,000
   Cumulative effect of change in accounting principle                                949
 Changes in operating assets and liabilities, net of effects from business
    acquisitions:
     Royalties\consumer product receivables                                           346              17
     Inventory                                                                         81              18
     Prepaid expenses and other assets                                               (278)         (1,385)
     Accounts payable and other liabilities                                          (882)          1,024
     Income taxes payable                                                          (1,350)           (748)
                                                                                 --------        --------
       NET CASH PROVIDED BY OPERATING ACTIVITIES                                   10,767          11,512

INVESTMENT ACTIVITIES
  Additions to property, equipment and
   leasehold improvements                                                          (8,574)        (13,830)
  Proceeds from sale of fixed assets                                                    8           1,103
                                                                                 --------        --------
NET CASH USED FOR INVESTING ACTIVITIES                                             (8,566)        (12,727)


FINANCING ACTIVITIES
  Proceeds from revolving credit agreement                                         41,565          49,043
  Principal payments on revolving credit agreement
   and capital lease obligations                                                  (42,222)        (48,564)
  Purchase of Treasury Stock                                                         (898)           (524)
  Exercise of stock options                                                            95             248
                                                                                 --------        --------
  NET CASH PROVIDED BY FINANCING ACTIVITIES                                        (1,460)            203
                                                                                 --------        --------

INCREASE (DECREASE) IN CASH                                                           741          (1,012)
CASH AT BEGINNING OF PERIOD                                                         1,486           1,828
                                                                                 --------        --------

CASH AT END OF PERIOD                                                            $  2,227        $    816
                                                                                 ========        ========
</TABLE>


                                        5

<PAGE>   6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited, consolidated financial statements have been prepared
in accordance with instructions to Form 10-Q and, therefore, do not include all
information and footnotes normally included in financial statements prepared in
conformity with generally accepted accounting principles. They should be read in
conjunction with the financial statements of the company for the fiscal year
ended September 28, 1997.

The accompanying financial statements include all adjustments (consisting only
of normal recurring accruals) that management considers necessary for a fair
presentation of its financial position and results of operations for the interim
periods presented.


NOTE B - EARNINGS PER SHARE

In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the
previously reported primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. All earnings per share amounts for
all periods have been presented, and where necessary, restated to conform to the
Statement 128 requirements. Basic and diluted earnings per share were equivalent
to each other for the quarter ended June 28, 1998.

<TABLE>
<CAPTION>

                                         Thirteen Weeks Ended            Thirty-nine Weeks Ended
                                     ----------------------------      ----------------------------
                                       June 28,         June 29,        June 28,          June 29,
                                         1998            1997             1998             1997
                                     -----------       ----------      -----------       ----------
<S>                                  <C>              <C>              <C>               <C>       
Numerator for Basic Earnings
per Share:

Weighted average shares
outstanding                           10,894,964       12,174,949       10,930,142       12,196,836

Common Stock equivalents:
  Stock options                           95,497           40,728           58,713           58,697
                                     -----------       ----------      -----------       ----------

Numerator for Diluted Earnings
per Share:

Weighted average shares
outstanding including common
stock equivalents                     10,990,461       12,215,677       10,988,855       12,255,533
                                     ===========       ==========      ===========       ==========

Net Income(Loss) before cumulative
 effect of change in
 accounting principle                $ 1,717,000      ($1,070,000)     $ 3,829,000       $  837,000
Cumulative effect of change
 in accounting principle for
 preopening costs net of
 income taxes                                                              636,000
                                     -----------       ----------      -----------       ----------
Net Income(Loss)                     $ 1,717,000      ($1,070,000)     $ 3,193,000       $  837,000
                                     ===========       ==========      ===========       ==========

Basic and Diluted Earnings per Share:
Net Income(Loss) before cumulative
 effect of change in
 accounting principle                $       .16       $     (.09)     $       .35       $      .07
Cumulative effect of change in
 accounting principle                                                  $      (.06)
                                     -----------       ----------      -----------       ----------
Net Income(Loss)                     $       .16       $     (.09)     $       .29       $      .07
                                     ===========       ==========      ===========       ==========
</TABLE>


                                        6

<PAGE>   7



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)


NOTE C - PRE-OPENING COSTS

In 1998, the Accounting Standards Executive Committee of the American Institute
of Certified Public Accountants (AICPA) issued Statement of Position 98-5 ("SOP
98-5") entitled "Reporting on the Costs of Start-up Activities." The SOP 98-5
requires companies to expense as incurred all start-up and pre-opening costs
that are not otherwise capitalizable as long lived assets. This new accounting
standard is effective for fiscal years beginning after December 15, 1998 with
early adoption encouraged. The Company has elected early implementation of the
accounting standard retroactive to the beginning of fiscal 1998. The cumulative
effect of this change in accounting principle was $636,000, net of income taxes.



                                        7

<PAGE>   8



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

SAFE HARBOR CAUTIONARY STATEMENT

From time to time, information and statements provided by the Company in filings
with the Securities and Exchange Commission, shareholder reports, press releases
and oral statements may include forward-looking statements which reflect the
Company's current views with respect to future events and financial performance.
Forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Investors are cautioned
that all forward-looking statements involve risks and uncertainties, which could
cause actual results to differ materially from historical results or those
anticipated. The Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise. Risks and uncertainties include, without limitation, the
Company's ability to open new restaurants and operate new and existing
restaurants profitably, changes in local, regional and national economic
conditions, especially economic conditions in the areas in which the Company's
restaurants are concentrated, increasingly intense competition in the restaurant
industry, increases in food, labor, employee benefits and similar costs, and
other risks detailed from time to time in the Company's news releases, reports
to shareholders and periodic reports filed with the Securities and Exchange
Commission.


The following tables set forth the percentage relationship to total revenues,
unless otherwise indicated, of certain items included in the Company's income
statements and operating data for the periods indicated:

THIRTEEN WEEKS ENDED JUNE 28, 1998 COMPARED TO THIRTEEN WEEKS ENDED
JUNE 29, 1997

<TABLE>
<CAPTION>
                                                      13 Weeks Ended
                                                 -----------------------
                                                 6/28/98         6/29/97
                                                 -------         -------
<S>                                               <C>             <C>   
REVENUES:
Restaurant sales                                   92.5%           92.5%
Consumer product sales                              5.1             4.9
Franchise income                                    2.4             2.6
                                                  -----           ----- 

     Total                                        100.0%          100.0%
                                                  -----           ----- 
COSTS AND EXPENSES:
Cost of food & beverages (1)                       25.8%           25.2%
Labor and benefits (1)                             31.3            31.2
Occupancy costs (1)                                14.8            15.4
Other operating costs (1)                           9.6             9.6
General and administrative                          7.1             7.4
Depreciation and amortization (1)                   6.4             6.7
Special charges (1)                                                 9.1
                                                  -----           ----- 
Operating income                                    7.2            (2.0)

Other income (expense)                              2.0            (1.6)
                                                  -----           ----- 
Income before taxes                                 5.2            (3.6)
Provision for income taxes                          1.7            (1.2)
                                                  -----           ----- 
Net income                                          3.5%           (2.4)%
                                                  =====           =====
</TABLE>


(1) Percentage of restaurant and consumer product sales

NUMBER OF RESTAURANTS AT END OF QUARTER:

Company-owned Uno's - full service                  94               90
Franchised Uno's - full service                     62               65



                                        8

<PAGE>   9



Total revenue increased 7.9% to $49.0 million from $45.4 million last year.
Company-owned restaurant sales rose 7.9% to $45.3 million from $42.0 million
last year due primarily to 6.7% growth in store operating weeks of full-service
Pizzeria Uno units resulting from the addition of six restaurants during the
past four quarters. One restaurant was closed during the quarter.
Comparable-store sales for the third quarter were up 0.8% from the same period
last year. Average weekly sales, which includes sales at comparable stores as
well as new units, increased 1.5% during the third quarter, reflecting
higher-than-average sales levels for its newest prototype units. The latest
variation of the new prototype units generated sales volumes approximately 6%
higher than our comparable-store average for the quarter.

Consumer product sales increased 12.0% for the third quarter this year to
$2,475,000 from $2,210,000 last year. Sales of fresh product to retail grocers
posted a 15.5% gain over the same period last year. Sales in the contract food
service category grew 6.9%, bolstered by increased shipments to hotels, cinemas
and corporate dining accounts. New retail chain and restaurant accounts also
contributed to the increase over last year offsetting declines in airline,
private label and club store sales.

Franchise income, which includes royalty income and initial franchise fees, were
virtually flat against last year at $1,190,000 versus $1,189,000 last year.
Royalty income decreased 5.6% to $1,097,000 this year compared to $1,162,000
last year. The decline in royalty income was partially due to a reduction in
franchise operating weeks as a result of closing seven franchise units since the
beginning of the fiscal year. Franchise fees of $93,300 were recorded this year
compared to $27,500 last year.

Operating income was $3,524,000, which represents an operating margin of 7.2%.
An operating loss of $908,000 was recorded last year as the result of a
$4,000,000 charge in accordance with SFAS 121. Exclusive of the SFAS 121 charge,
operating income for the third quarter last year was $3,092,000 which represents
an operating margin of 6.8%.

Cost of food and beverage as a percentage of restaurant and consumer product
sales increased to 25.8% compared to 25.2% last year. This increase was due in
part to higher cheese costs, which were up approximately 9% over last years
levels, a shift in mix towards higher cost menu items and a higher cost of sales
in the consumer products segment. Labor costs were up slightly 31.3% from 31.2%
last year as a percentage of restaurant and consumer product sales as an
increase in the average wage rate was offset by increased productivity and lower
benefit expense. Occupancy costs declined as a percentage of restaurant and
consumer product sales to 14.8% from 15.4% due to operating leverage gains from
higher unit volumes. Other operating costs were flat at 9.6% as a percentage of
restaurant and consumer product sales as slightly higher advertising was offset
by lower pre-opening costs for the period. General and administrative
expenditures as a percentage of total revenues decreased to 7.1% from 7.4% last
year as a result of continuing cost control measures and increased operating
leverage. Depreciation and amortization expense as a percentage of restaurant
and consumer product sales was down to 6.4% versus 6.7% last year due to
increased sales leverage.

Other expense of $963,000 increased from $711,000 last year. Interest expense
increased to $912,000 from $662,000 last year due to a slightly higher borrowing
rate and a higher level of debt. The increase in the debt level was a result of
the Company's share repurchase program completed in the fourth quarter of fiscal
1997. The effective tax rate of 33% for the quarter compared favorably to last
years tax rate of 34% due to the impact of various tax credits. Net income
increased to $1,717,000 from ($1,070,000) last year based on the factors noted
above.



                                        9

<PAGE>   10


THIRTY-NINE WEEKS ENDED JUNE 28, 1998 COMPARED TO THIRTY-NINE WEEKS ENDED
JUNE 29, 1997

<TABLE>
<CAPTION>
                                                      39 Weeks Ended
                                                 -----------------------
                                                 6/28/98         6/29/97
                                                 -------         -------
<S>                                               <C>             <C>   
REVENUES:
Restaurant sales                                   92.6%           92.4%
Consumer product sales                              5.0             5.0
Franchise income                                    2.4             2.6
                                                  -----           -----

     Total                                        100.0%          100.0%
                                                  -----           -----

COSTS AND EXPENSES:
Cost of food & beverages (1)                       25.8%           25.5%
Labor and benefits (1)                             31.5            31.5
Occupancy costs (1)                                15.3            15.7
Other operating costs (1)                           9.7             9.9
General and administrative                          7.0             7.4
Depreciation and amortization (1)                   6.7             6.8
Special charges (1)                                                 3.2
                                                  -----           -----
Operating income                                    6.0             2.5

Other income (expense)                             (2.0)           (1.5)
                                                  -----           -----

Income before taxes                                 4.0             1.0
Provision for income taxes                          1.3              .3
                                                  -----           -----

Net income before cumulative effect
 of change in accounting principle                  2.7              .7
Cumulative effect of change in
 accounting principle for pre-opening
 costs net of income taxes                          (.4)
                                                  -----           -----
Net income                                          2.3%             .7%
                                                  =====           =====
</TABLE>

(1) Percentage of restaurant and consumer product sales


Total revenue increased 7.9% to $140.6 million from $130.3 million last year.
Company owned restaurant sales rose 8.1% to $130.2 million from $120.4 million
last year due primarily to 8.0% growth in store operating weeks of full service
Pizzeria Uno units. Comparable store sales for the first three quarters of the
fiscal year were 0.8% above the same period last year. During the same period,
average weekly sales, which includes sales at comparable stores as well as new
units, were up 1.4% above last year.

Consumer product sales increased 8.5% to $7,083,000 from $6,526,000 for the
first nine months this year compared to the same period last year. The contract
food service category grew approximately 55% on increased shipments to hotels,
cinemas and corporate dining accounts, while airline sales were essentially
flat. Fresh product and private label sales to supermarket chains have declined
approximately 6% due to a greater competition and reduced promotional activities
in that category.

Franchise income, which includes royalty income and initial franchise fees
increased 0.8% to $3,349,000 from $3,322,000 last year. Royalty income increased
2.0% as average weekly sales improved by 2.0% for the first nine months of the
fiscal year. Franchise fees of $93,300 were recorded this year compared to
$130,000 last year.

Operating income was $8,536,000, which represents an operating margin of 6.1%.
Operating income for last year was $3,256,000, which represents an operating
margin of 2.5%. Operating income for last year includes a special charge of
$4,000,000 in connection with the Company's adoption of SFAS 121. Operating
income last year exclusive of SFAS 121 was $7,256,000, which represents an
operating margin of 5.6%.

Cost of food and beverage as a percentage of restaurant and consumer product
sales increased to 25.8% compared to 25.5% last year due to a shift in mix
towards higher cost menu items. Labor costs remained unchanged at 31.5% this
year as higher direct labor costs, driven by an increase in the average wage
rate, were offset by lower costs for workers compensation and employee medical
insurance programs. Occupancy costs decreased as a percentage of restaurant and
consumer product sales to 15.3%


                                       10

<PAGE>   11


from 15.7% due to improved sales levels and an unusually mild winter season.
Other operating costs decreased slightly to 9.7% from 9.9% last year due
primarily to lower advertising expenditures. General and administrative costs as
a percentage of total revenues decreased to 7.0% from 7.4% last year as a result
of continuing cost control measures and increased sales leverage. Depreciation
and amortization expenses as a percentage of restaurant and consumer product
sales decreased slightly to 6.7% from 6.8 last year due to increased sales
leverage.

Other expense of $2,821,000 increased from $1,987,000 last year. Interest
expense increased to $2,699,000 from $1,901,000 last year due to a slightly
higher borrowing rate and a higher level of debt. The increase in the debt level
was a result of the Company's share repurchase program completed in the fourth
quarter of fiscal 1997. The effective tax rate of 33% for the first three
quarters of the fiscal year compared favorably to last years tax rate of 34% due
to the impact of various tax credits. The Company adopted SOP 98-5 "Reporting on
the Costs of Start-up Activities" retroactive to the beginning of the fiscal
year. Net income for the first nine months was $3,193,000 which reflects the
change in accounting principle adopted.


LIQUIDITY AND SOURCES OF CAPITAL

The following table presents a summary of the Company's cash flows for the
period ended June 28, 1998.

<TABLE>
<CAPTION>
                                                                 (In Thousands)
                                                                 --------------
<S>                                                                <C>    
Net cash provided by operating activities                          $10,767
Net cash used in investing activities                               (8,566)
Net cash provided by financing activities                           (1,460)
                                                                   -------
Increase (Decrease) in cash                                        $   741
                                                                   =======
</TABLE>

Historically, the Company had leased most of its restaurant locations and
pursued a strategy of controlled growth, financing its expansion principally
from operating cash flow, public equity offerings, the sale of senior, unsecured
notes, and revolving lines of credit. During the first nine months of fiscal
1998, the Company's investment in property, equipment and leasehold improvements
was $10.8 million.

The Company currently plans to open approximately four restaurants in fiscal
1998, all of which were open by the third quarter. The average cash investment
required to open a full service Pizzeria Uno restaurant, excluding land and
pre-opening costs, is approximately $1.6 million.

As of June 28, 1998, the Company had outstanding indebtedness of $40.1 million
under its $55 million unsecured revolving credit facility, $916,000 in capital
lease obligations and $4,843,000 under its mortgage financing. Advances under
the revolving credit facility will accrue interest at the lender's prime rate
plus 0-50 basis points, or alternatively, 100-175 basis points above LIBOR. The
Company anticipates using the revolving credit facility in the future for the
development of additional restaurants, and for working capital.

On April 22, 1998, the Board of Directors of the Company authorized the
repurchase of up to 1,000,000 additional shares of the Company's Common Stock in
the market from time to time. The shares of Common Stock to be purchased will be
held in treasury and may be used by the Company from time to time for its
employee benefit plans. During the first three quarters of the fiscal year the
Company has repurchased 126,596 shares at an average price of $6.95. At the end
of the quarter the Company had 2,917,193 shares in its treasury account.

The Company believes that existing cash balances, cash generated from operations
and borrowing under its revolving line of credit will be sufficient to fund the
Company's capital requirements for the foreseeable future.

The Company is currently obligated under 95 leases, including 93 leases for
Company-owned restaurants, two leases for its executive offices. The Company is
currently negotiating the renewal of a lease for an office building containing
one of its restaurants and continues to pay rent on a tenancy at will basis in
the interim.


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<PAGE>   12


IMPACT OF INFLATION

Inflation has not been a major factor in the Company's business for the last
several years. The Company believes it has historically been able to pass on
increased costs through menu price increases, but there can be no assurance that
it will be able to do so in the future. Future increases in local area
construction costs could adversely affect the Company's ability to expand.


SEASONALITY

The Company's business is seasonal in nature, with revenues and, to a greater
degree, operating income being lower in its first and second fiscal quarters
than its other quarters. The Company's seasonal business pattern is due to its
concentration of units in the Northeast, and the resulting lower winter volumes.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

NOT APPLICABLE



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PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

            (a)  EXHIBITS
                 None.


            (b)  REPORTS ON FORM 8-K
                 Uno Restaurant Corporation did not file any Reports on
                 Form 8-K during the quarter ended June 28, 1998.




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                                   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 thereunto duly authorized.



                                        UNO RESTAURANT CORPORATION
                                        ---------------------------------------
                                        (Registrant)



Date:  August 10, 1998                  By: /s/ Craig S. Miller
     -------------------                    -----------------------------------
                                            Craig S. Miller
                                            Chief Executive Officer
                                            (Principal Executive Officer)



Date:  August 10, 1998                  By: /s/ Robert M. Vincent
     -------------------                    -----------------------------------
                                            Robert M. Vincent
                                            Senior Vice President-Finance,
                                            and Chief Financial Officer
                                            (Principal Financial Officer)




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