<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K/A

(Mark One)

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

                   For the fiscal year ended January 2, 2001

                                      OR

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

                        Commission File Number 0-21097
                        ------------------------------

                           EINSTEIN/NOAH BAGEL CORP.

            (Exact name of Registrant as specified in its charter)

       Delaware                                         84-1294908
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                              1687 Cole Boulevard
                               Golden, CO 80401
              (Address of principal executive offices) (Zip Code)

      Registrant's telephone number, including area code: (303) 568-8000

        Securities registered pursuant to Section 12(b) of the Act: None

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

                              Title of Each Class
                              -------------------

                         Common Stock, $.01 par value

              7 1/4% Convertible Subordinated Debentures due 2004



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, as
amended (the "Exchange Act"), during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days:  Yes:  X  No:
                                                                ---    ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
the Form 10-K/A. [ ].

The aggregate market value of the voting stock of the registrant held by
stockholders who were not affiliates (as defined by regulations of the
Securities and Exchange Commission) of the registrant was approximately $955,673
at March 16, 2001 (based on the closing sale price on the Over-the-Counter
Bulletin Board on March 16, 2001).  At March 16, 2001, the registrant had issued
and outstanding an aggregate of 34,083,681 shares of common stock (including
813,146 shares of common stock held by a subsidiary of the Company).



<PAGE>

                                   Part III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Directors.  Set forth below are the names and ages of the directors of the
Company, any officer positions they hold with the Company and summaries of their
business experience.  All directors are elected annually by stockholders.  The
directors of the Company are as follows:

     Martin D Hanan, age 44, became a director of the Company in April 1999.
Since June 2000, Mr. Hanan has been a principal of Value, Inc., a consulting
services firm based in Dallas, Texas.  From 1987 until May 2000, Mr. Hanan was
President of Business Valuation Services, Inc.  Mr. Hanan is also a director of
Einstein/Noah Bagel Partners, Inc. ("ENBPI"), a wholly-owned subsidiary of the
Company and the general partner of Einstein/Noah Bagel Partners, L.P., the
Company's majority-owned subsidiary.

     Robert M. Hartnett, age 49, became Chief Executive Officer and a director
of the Company in February 1998 and became President and Chairman of the Board
of the Company in May 1998.  Mr. Hartnett served as Vice President-Eastern Zone
of the general partner of Einstein/Noah Bagel Partners, L.P., a majority owned
subsidiary of the Company ("Bagel Partners"), from December 1997 until February
1998.  From March 1996 to February 1998, Mr. Hartnett served as President and
Chief Executive Officer of one of the Company's former area developers.  Mr.
Hartnett is also a director of ENBPI.

     Gail A. Lozoff, age 50, became Chief Marketing Officer of the Company in
March 1998 and served as Chief Concept Officer of the Company from October 1997
until March 1998.  Ms. Lozoff has been a director of the Company since April
1995.  From September 1996 until October 1997, Ms. Lozoff served as a Vice
President of the Company and from April 1995 until September 1996, she served as
Vice President-Design and Merchandising of the Company.

     Donald L. Pierce, age 56, became a director of the Company in April 1999.
Since March 1997 he has been President of Woodstone Consulting Company Inc.
From April 1993 until February 1997, Mr. Pierce was President and Chief
Executive Officer of Arby's Inc.  Mr. Pierce is also a director of ENBPI.

      Executive Officers.  Information with respect to executive officers of the
Company is set forth under the caption "Executive Officers" in Item 1 of the
Company's Annual Report on Form 10-K for the fiscal year ending January 2, 2001.

     Compliance with Section 16(a) of the Exchange Act.  Robert C. Ellis, the
Company's Chief Financial Officer since October 2000, did not timely file an
initial statement of beneficial ownership of securities on Form 3 in connection
with the commencement of his services as an executive officer of the Company.
Mr. Ellis does not own any common stock of the Company and he has not received
any stock option grants from the Company.




                                       2
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth compensation for each of the fiscal years
ended January 2, 2001, December 26, 1999, and December 27, 1998 received by, or
payable to, individuals who served as Chief Executive Officer of the Company and
the Company's four other most highly compensated executive officers during
fiscal year 2000, as well as the Company's former Chief Financial Officer (the
"named executive officers"). The Company does not have a restricted stock award
program or a long-term incentive plan in which executive officers or directors
of the Company may participate.

<TABLE>
<CAPTION>


                                                                                   Long Term
                                                    Annual Compensation           Compensation
                                       ---------------------------------------   --------------
                                                                       Other       Securities
                                                                       Annual       Underlying
              Name and                                                 Compen-       Options            All Other
         Principal Position            Year   Salary       Bonus       sation         (#)(1)          Compensation
-------------------------------------  ----  ---------  ------------   -------   --------------       ------------
<S>                                    <C>   <C>        <C>            <C>      <C>                  <C>
Robert M. Hartnett...................  2000   $500,000      $375,000 (2)    $0                0         $        0
 Chairman of the Board, Chief          1999    428,846       250,000         0          800,000                  0
 Executive Officer and President       1998    332,692       194,000         0          645,000             68,648 (3)
Paul J.B. Murphy III.................  2000   $300,000      $300,000 (2)     0                0                  0
 Executive Vice President -            1999    300,000       150,000         0          200,000                  0
 Operations                            1998    270,192       145,500         0          200,000              1,847 (3)
Robert C. Ellis (4)..................  2000   $ 57,692             0         0                0                  0
 Interim Chief Financial Officer       1999          0             0         0                0                  0
                                       1998          0             0         0                0                  0
Gail A. Lozoff.......................  2000   $225,000      $225,000 (2)     0                0                  0
 Chief Marketing Officer               1999    225,000       112,500         0          150,000                  0
                                       1998    215,865       109,125         0          225,946             53,846 (3)
Paul A. Strasen......................  2000   $225,000      $168,750 (2)     0                0                  0
 Senior Vice President,                1999    225,000       112,500         0          100,000                  0
  General Counsel and Secretary        1998    215,865        87,300         0          132,517                  0
Paula E. Manley (5)..................  2000   $192,308      $150,000 (2)     0                0                  0
 Former Chief Financial Officer        1999    191,827       100,000         0          100,000                  0
                                       1998    159,782        67,900         0          112,500             43,338 (3)
</TABLE>

(1) Amounts reported for 1998 include options to purchase 210,000 shares of
    common stock granted to Mr. Hartnett in March 1998, which were cancelled,
    with Mr. Hartnett's consent, in exchange for options to purchase a like
    number of shares granted in May 1998. Amounts reported for 1998 also include
    options granted to the following persons, in the amounts indicated, in
    exchange for the cancellation of a like number of options granted to such
    persons in prior years: Mr. Hartnett - 225,000; Mr. Murphy - 90,000; Ms.
    Lozoff - 162,269; Mr. Strasen - 84,715; and Ms. Manley - 56,250. See "-
    Option Grants in Last Fiscal Year," "- Option Repricings" and "Report of the
    Compensation Committee and Board of Directors - Stock Options."

(2) Amounts reported for 2000 include retention bonuses paid pursuant to the
    Company's amended and restated employee retention program, in the following
    amounts to the following persons:  Mr. Hartnett - $125,000; Mr. Murphy -
    $150,000; Ms. Lozoff - $112,500; Mr. Strasen - $56,250 and Ms. Manley -
    $50,000.

(3) Amounts represent relocation payments.

(4) Mr. Ellis was elected Chief Financial Officer in October 2000.

(5) Ms. Manley resigned as Chief Financial Officer in October 2000.



                                       3
<PAGE>

Option Grants In Last Fiscal Year

     No stock option grants were made to the named executive officers during the
fiscal year ended January 2, 2001.

Aggregate Option Exercises In Last Fiscal Year And Fiscal Year-End Option Values

     The following table sets forth for the named executive officers aggregated
information concerning each exercise of stock options during the fiscal year
ended January 2, 2001 and the fiscal year-end value of unexercised options.

<TABLE>
<CAPTION>

                                                                                                     Value of
                                                                    Number of                      Unexercised
                              Shares                           Unexercised Options             In-the-Money Options
                             Acquired         Value           at Fiscal Year-End (#)          at Fiscal Year-End ($)
                            on Exercise     Realized     --------------------------------  ----------------------------
        Name                    (#)            ($)          Exercisable/Unexercisable       Exercisable/Unexercisable
        ----                -----------   ------------   --------------------------------  ----------------------------
<S>                        <C>            <C>            <C>                               <C>
Robert M. Hartnett              0              0                   490,000/745,000                      0/0
Paul J.B. Murphy III            0              0                   165,000/235,000                      0/0
Robert C. Ellis                 0              0                         0/0                            0/0
Gail A. Lozoff                  0              0                   187,430/188,516                      0/0
Paul A. Strasen                 0              0                   147,860/127,140                      0/0
Paula E. Manley                 0              0                         0/0                            0/0
</TABLE>

Option Repricings


     The following table provides information concerning all repricings of stock
options of executive officers since August 1, 1996 (the date on which the
Company became subject to the reporting requirements of the Exchange Act)
through fiscal year 2000.  See "Report of the Compensation Committee and Board
of Directors - Stock Options."

<TABLE>
<CAPTION>
                                                                Market Price
                                                 Number of           of                                       Length of
                                                  Shares           Common         Exercise                 Original Option
                                                Underlying        Stock at        Price at        New      Term Remaining
                                                  Options         Time of         Time of      Exercise      at Date of
               Name                   Date       Repriced        Repricing       Repricing       Price        Repricing
-----------------------------------  -------  ---------------  --------------  --------------  ---------  -----------------
<S>                                  <C>      <C>              <C>             <C>             <C>        <C>
Robert M. Hartnett                   5/11/98          210,000        $ 3.6563        $ 4.5625  $  3.6563  9 years 10 months
    Chairman of the Board, Chief     5/11/98          136,443          3.6563          6.0000     3.6563  7 years 10 months
    Executive Officer and President  5/11/98           88,557          3.6563          6.5900     3.6563  7 years 10 months
Paul J.B. Murphy III                 5/11/98           78,621          3.6563          6.0000     3.6563  7 years 10 months
    Executive Vice President -       5/11/98           11,379          3.6563          6.5900     3.6563  7 years 10 months
    Operations
Gail A. Lozoff                       10/2/97            8,368         10.6875         29.8750   110.6875  9 years 3 months
    Chief Marketing Officer          5/11/98           29,739          3.6563          5.8800     3.6563  6 years 10 months
                                     5/11/98           34,138          3.6563          6.5900     3.6563  7 years 8 months
                                     5/11/98           98,392          3.6563         10.6900     3.6563  9 years 4 months
Paul A. Strasen                      10/2/97            8,368         10.6875         29.8750    10.6875  9 years 3 months
    Senior Vice President, General   5/11/98           37,931          3.6563          6.5900     3.6563  7 years 8 months
    Counsel and Secretary            5/11/98           46,784          3.6563         10.6900     3.6563  9 years 4 months
Paula E. Manley                      5/11/98           51,750          3.6563          6.0000     3.6563  8 years 4 months
    Chief Financial Officer          5/11/98            4,500          3.6563          6.5900     3.6563  8 years 4 months
</TABLE>

Director Compensation

     Each director who is not an officer or employee of, or a consultant to, the
Company or its affiliated companies receives an annual fee of $10,000 and a fee
of $500 for each Board of Directors meeting at which he is



                                       4
<PAGE>

present and for each committee meeting at which he is present not held in
conjunction with a meeting of the Board of Directors. Each such director also
receives an annual fee of $5,000 for each of the audit committee or compensation
committee on which he serves. Each such director also receives an option grant
under the Directors Plan each time he is elected as a director to purchase
shares of Common Stock having a fair market value of $50,000 on the date of
grant, except that no grant may include more than 15,000 shares and no director
may receive more than one grant in any calendar year. Outside directors are also
reimbursed for their expenses for each Board and committee meeting attended.

     In 2000, each of Messrs. Hanan and Pierce also received a fee of $25,000
for serving on a special committee of the Board of Directors of the Company.

Employment Agreement with Chief Executive Officer

     In February 2000, the Company entered into an amended and restated
employment agreement with Robert M. Hartnett, the Chief Executive Officer of the
Company, which superseded a prior employment agreement regarding Mr. Hartnett's
employment.  Under the terms of the employment agreement, Mr. Hartnett receives
an annual base salary of $500,000, and an annual bonus having a target payout
equal to 50% of his base salary and which will be based on the Company's
performance relative to targets generally applicable in determining bonus
compensation payable to senior executives of the Company.  The agreement also
provides that Mr. Hartnett will participate in a Company stock option plan and
receive option grants at the same time as other executive officers of the
Company.  Mr. Hartnett's employment agreement is for a term ending on February
11, 2003, which term is extended by one additional year in February of each
year.  The employment agreement provides that in the event Mr. Hartnett's
employment is terminated by the Company other than for just cause, or by Mr.
Hartnett for just grounds, (i) he will receive a lump-sum payment equal to the
greater of the sum of his then current annual base salary and then current
target bonus or the amount that would be paid to him during the balance of the
term of his agreement (based on his then current annual salary and target
bonus), (ii) the Company will continue to provide group medical, dental, life
and disability insurance benefits for a period of eighteen months from the date
of termination, and (iii) all of his outstanding stock options will become fully
vested and exercisable.

     Mr. Hartnett's employment agreement was approved by the U.S. Bankruptcy
Court for the District of Arizona (the "Bankruptcy Court") on July 28, 2000.

Change in Control Severance Agreements with Executive Officers

     The Company is a party to severance agreements with each of its executive
officers other than Mr. Hartnett providing for compensation and benefits in the
event of termination of employment under certain circumstances following a
change in control of the Company.  Under the severance agreements, if the
officer's employment is terminated following a change in control of the Company
and during the term of the severance agreement, other than by the Company for
cause, by reason of death or disability, or by the officer without good reason,
then the officer will receive (i) a lump sum severance payment equal to the sum
of (a) one year's base salary, (b) the amount of any unpaid bonus for any prior
fiscal year or other measuring period, and (c) the target bonus for the fiscal
year or other measuring period in which the termination occurs, (ii) continued
life and health insurance benefits for a period of one year, (iii) full vesting
and accelerated exercisability of all outstanding stock options held by such
officer, and (iv) outplacement services.

     For purposes of the severance agreements, a change in control occurs if (i)
any person other than Boston Chicken or Bagel Store Development Funding, L.L.C.
("Bagel Funding") becomes the owner of securities representing 20% or more of
the voting power of the Company's outstanding securities, except for the receipt
of such securities by any person in satisfaction of an unsecured creditor claim
pursuant to the consummation of a plan of reorganization proposed by the Company
in a chapter 11 case, (ii) there is a merger or consolidation of the Company or
any subsidiary of the Company other than (a) a merger or consolidation in which
voting securities of the Company outstanding immediately prior to the
transaction continue to represent at least 50% of the combined voting power of
the securities of the Company or the survivor of such merger or consolidation
after the transaction or (b) a merger or consolidation effected to implement a
recapitalization of the Company in which no person other than Boston Chicken or
Bagel Funding becomes the owner of securities representing 20% or more of the
combined voting power of the Company's outstanding securities, (iii) the
stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or


                                       5
<PAGE>

disposition of all or substantially all of the Company's assets, other than such
a sale to an entity at least 50% of the combined voting power of the voting
securities of which are owned by stockholders of the Company in substantially
the same proportions as their ownership of the Company prior to the sale, or
(iv) individuals who, as of August 25, 1999 are members of the Board of
Directors of the Company (the "Incumbent Board") cease for any reason to
constitute a majority of the Board (treating as members of the Incumbent Board
for such purpose new directors whose election or nomination was approved by a
vote of at least a majority of the Incumbent Board).

     The severance agreements currently terminate on May 8, 2001, except that on
May 8 of each year, the term is automatically extended for one additional year
unless, not later than December 31 of the preceding year, the Company or the
officer shall have given notice not to extend the term.  In addition, if a
change in control occurs during the term of the severance agreement, the
agreement expires 24 months after the month in which the change in control
occurred.

Compensation Committee Interlocks and Insider Participation

     The following persons served as members of the Compensation Committee of
the Board of Directors during the year ended January 2, 2001:  Martin D Hanan
and Donald L. Pierce.

     Currently, no executive officer of the Company serves as a member of the
Compensation Committee or as a director of any other entity, one of whose
executive officers serves on the Compensation Committee or is a director of the
Company.

     In accordance with rules promulgated by the Securities and Exchange
Commission, the information included under the captions ``Report of the
Compensation Committee and Board of Directors'' and ``Performance Graph'' will
not be deemed to be filed or to be proxy soliciting material or incorporated by
reference in any prior or future filings by the Company under the Securities Act
of 1933 (the "Securities Act") or the Exchange Act.


                      REPORT OF THE COMPENSATION COMMITTEE

     The Compensation Committee of the Board of Directors has overall
responsibility for compensation of executive officers.  The following report on
executive compensation is furnished by persons who were members of the
Compensation Committee in 2000.

General Policies

     The Company's compensation program is intended to attract, motivate, reward
and retain the management talent required to achieve corporate objectives in a
dynamic environment operating in a highly competitive industry, and thereby
increase value for the Company's stakeholders.  It is the Company's policy to
provide incentives to its senior management to achieve both short-term and long-
term objectives.  For 2000, the Company's executive compensation consisted of
salary and bonus compensation.

Cash Compensation

     For 2000, cash compensation for executive officers consisted of base salary
and bonus compensation paid under the Company's 2000 Staff Officer Bonus Plan
(the "2000 Bonus Plan") and the Company's Amended and Restated Employee
Retention Program (the "Retention Program").  Base salaries are determined by an
assessment of responsibilities and position within the Company, individual
performance and the Company's overall performance.  Bonuses paid for 2000 under
the 2000 Bonus Plan were determined by multiplying a target payout amount for
each executive officer by a percentage factor based on the Company's performance
against financial objectives.  For 2000 the target payout amount for each
executive officer was equal to 50% of base salary and the financial objectives
consisted of the Company's earnings before interest, taxes, depreciation and
amortization ("EBITDA").

     In 2001, bonus compensation of executive officers will also be determined
by multiplying a target payout amount for each executive officer by a percentage
factor based on the Company's performance against financial objectives.  Target
payout amounts for 2001 will be the same as those for 2000, and the payout will
again be determined based entirely on achievement of EBITDA objectives.



                                       6
<PAGE>

     In 2000, executive officers also received bonuses under the Employee
Retention Program, which was adopted in October 1999 and amended in February
2000 and July 2000.  The Retention Program provides for payment of cash bonuses
to executive officers and certain other employees, in amounts ranging from 50%
to 100% of one year's base salary, in the case of executive officers.  Such
amounts were originally payable in three installments, in March, September and
December 2000, and were conditioned upon the recipient's continued employment
with the Company (unless such employment was terminated by the Company without
cause or by the employee for good reason (in each case as defined in the
Retention Program)).  The Retention Program was approved by the Bankruptcy Court
on July 28, 2000.  In connection with such approval, the Plan was amended to
provide that bonuses otherwise payable to Messrs. Hartnett, Manley and Strasen
in September 2000 would instead by payable in December 2000, and the bonuses
otherwise payable to such persons in December 2000 would instead by payable only
upon confirmation of a plan of reorganization.

     Messrs. Hartnett and Strasen remain eligible to receive their final cash
bonus under the Retention Program ($250,000, in the case of Mr. Hartnett, and
$112,500, in the case of Mr. Strasen) upon confirmation of a plan of
reorganization.

Stock Options

     The Board of Directors has historically considered incentive compensation
in the form of stock options to be an integral and important part of executive
compensation in particular and employee compensation generally.  Options were
generally granted to executive officers upon commencement of employment and
annually, and they had an exercise price equal to the fair market value of the
Common Stock on the grant date.  No stock option grants were made in 2000.

Chief Executive Officer Compensation

     The 2000 compensation for Robert M. Hartnett, the Company's Chief Executive
Officer, consisted of a base salary and bonus compensation.  His compensation
was the result of arms' length negotiations with the Company in connection with
his employment.  Factors considered by the Compensation Committee in determining
Mr. Hartnett's compensation included his experience in running restaurant
operating companies, his entrepreneurial abilities and his leadership abilities.
Mr. Hartnett's bonus compensation was determined pursuant to the 2000 Bonus Plan
in the same manner as bonuses to other executive officers.

     The Company and Mr. Hartnett are parties to an employment agreement.  See
"Certain Transactions - Employment and Termination Agreements."

Policy Regarding Rule 162(m)

     In general, Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), limits the tax deductibility of annual compensation paid to
certain executive officers of a publicly held corporation to $1 million, subject
to an exception for "performance-based" compensation plans as defined under that
Section.  Generally, the  Board of Directors and the Compensation Committee, or
any other Board committee responsible for executive officer compensation,
reserve the right to grant compensation to executive officers in amounts deemed
appropriate, regardless of whether such compensation is deductible for federal
income tax purposes.  When making decisions concerning executive compensation,
the deduction limits under Section 162(m), as well as other factors, including
economic and industry trends, competition for talented executives and the
contribution of the executive officers to the development of the Company's
business, are taken into account.  Options to purchase shares of Common Stock
granted to executive officers in fiscal 1998 and 1999 are potentially subject to
limits on permitted federal income tax deductions upon exercise of such options,
including under Section 162(m).  The option grants were made because the grants
and their associated incentives were determined to be more important to the
Company and its stockholders than the potential loss of related compensation
deductions.  The policy of the Compensation Committee, or any other Board
committee responsible for executive officer compensation, is to maintain, where
feasible, a compensation structure that will permit all executive compensation
to be tax deductible by the Company.  However, the Compensation Committee
believes that it is vital for the Company's long-term interest to ensure that
talented individuals will continue to serve the Company.  As a result, the Board
of Directors and the Compensation Committee, or any other Board committee
responsible for executive officer compensation, may continue to authorize, in
appropriate circumstances, compensation that is not entirely deductible.



                                       7
<PAGE>

Conclusion

     The Compensation Committee intends to review the executive compensation
structure at least annually, review salary levels, and provide appropriate
incentive-based compensation, all as appropriate to continue attracting and
retaining management with the necessary experience and expertise to further the
Company's growth.

                      2000 Compensation Committee Members

                                 Martin D Hanan
                                Donald L. Pierce



                                       8
<PAGE>

                               PERFORMANCE GRAPH

     The Company has determined that a peer group which is representative of its
line of business is appropriate for performance comparison purposes.  The
members of the peer group are BAB Holdings, Inc., Brinker International, CKE
Restaurants, Inc., New World Coffee-Manhattan Bagel, Panera Bread Co. Class A,
Papa Johns International, Inc., The Quizno's Corp., Schlotzsky's, Inc. and
Starbucks Corporation (the ``Peer Group Index").  The following graph compares
the percentage change in the cumulative total returns on the Common Stock, the
Peer Group Index and the Standard & Poor's 500 Index (assuming reinvestment of
any dividends) for the period beginning on December 27, 1996, and ending on
January 2, 2001, the last day of the Company's 2000 fiscal year.




                       [PERFORMANCE GRAPH APPEARS HERE]




<TABLE>
<CAPTION>
<S>                                            <C>         <C>         <C>         <C>         <C>         <C>
                                                   8/2/96    12/27/96    12/26/97    12/27/98    12/26/99      1/2/01
EINSTEIN/NOAH BAGEL CORP.                          100.00      145.73       27.13        5.95        2.13        0.10
PEER GROUP INDEX                                   100.00      114.93      139.56      176.22      141.00      142.49
S&P 500 INDEX                                      100.00      116.85      155.83      200.36      242.53      242.53
</TABLE>

______________
(1) Assumes $100 invested on August 2, 1996 in Common Stock, the Peer Group
    Index, and the S&P 500 Index.  Historical results are not necessarily
    indicative of future performance.


                                       9
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of April 13, 2001 by: (i) each stockholder known by
the Company to be the beneficial owner of more than 5% of the outstanding Common
Stock; (ii) each director; (iii) each executive officer named in the Summary
Compensation Table in Item 11 of this report; and (iv) all directors and
executive officers as a group.  The beneficial ownership reflected in the
following table is calculated in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended ("Exchange Act").  Unless otherwise indicated,
ownership includes sole voting and investment power.

<TABLE>
<CAPTION>
                                                                           Shares Beneficially Owned
                                                                     -------------------------------------
                               Names                                    Number (1)           Percent
                               -----                                 -----------------  ------------------
<S>                                                                  <C>                <C>
Boston Chicken Plan Trustee (2)....................................        19,588,146                54.1%
Robert M. Hartnett.................................................           845,000                 2.5%
Paul J.B. Murphy III...............................................           273,700                   *
Robert C. Ellis....................................................                 0                   0
Gail A. Lozoff (3).................................................           791,219                 2.3%
Paul A. Strasen (4)................................................           224,301                   *
Paula E. Manley....................................................                 0                   0
Martin D Hanan.....................................................            15,000                   *
Donald L. Pierce...................................................            15,000                   *
New World Coffee-Manhattan Bagel, Inc. (5).........................         2,894,118                 8.0%
ENB Acquisition LLC (6)............................................         2,114,494                 6.0%
All directors and executive officers as a group
(8 persons) (3)(4).................................................         2,164,220                 6.1%
</TABLE>

__________________
*Less than 1%.

(1) Includes shares of Common Stock subject to options granted by the Company
    which were exercisable within 60 days of April 13, 2001 as follows: Mr.
    Hartnett - 835,000; Mr. Murphy - 272,500; Ms. Lozoff - 285,026; Mr. Strasen
    - 213,049; Mr. Hanan - 15,000; Mr. Pierce - 15,000; and all executive
    officers and directors as a group (including such individuals) - 1,635,575.

(2) Includes 2,124,579 shares subject to options granted by the Company at
    prices ranging from $3.87 to $30.75 which are exercisable within 60 days of
    April 13, 2001.  Gerald K. Smith, as the trustee under the Boston Chicken,
    Inc. Plan of Reorganization (the "Boston Chicken Plan Trustee") succeeded
    Boston Chicken, Inc. as the holder of shares of Common Stock and certain
    rights to acquire such shares.  The address of the Boston Chicken Plan
    Trustee is c/o Lewis and Roca LLP, 40 North Central Avenue, Phoenix, Arizona
    85004-4429.

(3) Includes 489,475 shares of Common Stock held by a corporation, of which Ms.
    Lozoff's spouse is the sole stockholder.

(4) Includes 3,653 shares held by a trust, of which Mr. Strasen is a trustee and
    beneficiary, and 5,099 shares held by a limited liability company controlled
    by Mr. Strasen and his spouse.

(5) Shares shown in the table are issuable upon conversion of the Company's 7
    1/4% convertible subordinated debentures due 2004, which are convertible
    into the Common Stock at a conversion price of $21.25 per share.  New World
    Coffee-Manhattan Bagel, Inc. ("New World") owns, and through an affiliate
    controls, approximately $61.5 million in face amount of such debentures.
    Such information is based on statements in New World's annual report on Form
    10-KSB for the fiscal year ended December 31, 2000 filed pursuant to the
    Exchange Act, as the Company is not aware of any statements on Schedule 13D
    filed pursuant to the Exchange Act by New World with respect to such
    ownership.  New World's address is 246 Industrial Way, West Eatontown, New
    Jersey 07724.

(6) Shares shown in the table are issuable upon conversion of the Company's 7
    1/4% convertible subordinated debentures due 2004, which are convertible
    into the Common Stock at a conversion price of $21.25 per share.  ENB
    Acquisition LLC ("ENB") owns approximately $44.9 million in face amount of
    such debentures.  Such information is based on statements in ENB's filings
    on Schedule 13D filed pursuant to the Exchange Act.  ENB's address is c/o
    Three Cities Research, Inc., 650 Madison Avenue, New York, New York 10022.



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<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Blind Faith, Inc., of which Ms. Lozoff and her spouse are the sole
stockholders, leases to the Company the land and building on which a store is
located.  The Company subleases the land and building to Bagel Partners.  The
annual rental payments under the lease and sublease, each of which terminates in
May 2009, aggregate $72,000.



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<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

Date:   May 2, 2001

                                  EINSTEIN/NOAH BAGEL CORP.



                                  By: /s/ Robert M. Hartnett
                                     --------------------------------------
                                              Robert M. Hartnett
                                              Chairman of the Board,
                                     Chief Executive Officer and President




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