<PAGE>

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-Q

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

                 For the quarterly period ended April 18, 1999

                                       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 0-21097

                           EINSTEIN/NOAH BAGEL CORP.
             (Exact name of registrant as specified in its charter)

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

                           14103 Denver West Parkway
                                Golden, CO 80401
          (Address of principal executive offices, including zip code)

                                 (303) 215-9300
              (Registrant's telephone number, including area code)

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
                            ---        ---

Number of shares of common stock, $.01 par value per share, outstanding as of
May 28, 1999:  34,083,681 (includes 813,146 shares of common stock held by a
subsidiary of the Company).
<PAGE>

                           EINSTEIN/NOAH BAGEL CORP.

                                     INDEX

<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        -------
<S>                                                                      <C>
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

           Consolidated Balance Sheets as of December 27, 1998 and
             April 18, 1999............................................     3

           Consolidated Statements of Operations for the quarters
             ended April 19, 1998 and April 18, 1999...................     4

           Consolidated Statements of Cash Flows for the quarters
             ended April 19, 1998 and April 18, 1999...................     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 Disclosures About
                  Market Risk..........................................    13

PART II.  OTHER INFORMATION

       Item 1.  Legal Proceedings......................................    14

       Item 6.  Exhibits and Reports on Form 8-K.......................    14

       Signature Page..................................................    15

       Exhibit Index...................................................    16
</TABLE>

                                       2
<PAGE>

                   EINSTEIN/NOAH BAGEL CORP. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                     December 27,   April 18,
                                                                         1998          1999
                                                                     ------------   ---------
<S>                                                                  <C>            <C>
ASSETS
Current Assets:
  Cash and cash equivalents........................................     $   3,766   $   5,041
  Accounts receivable..............................................         1,716       1,392
  Inventories......................................................         9,672       8,907
  Prepaid expenses and other current assets........................         1,699       1,713
                                                                        ---------   ---------
     Total current assets..........................................        16,853      17,053

Property and Equipment, net........................................       122,403     121,729
Goodwill, net......................................................       223,482     220,066
Trademarks, net....................................................         2,065       2,072
Recipes, net.......................................................         2,670       2,574
Other Assets, net..................................................         7,669       6,884
                                                                        ---------   ---------
     Total assets..................................................     $ 375,142   $ 370,378
                                                                        =========   =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable.................................................     $  17,804   $  11,202
  Accrued expenses.................................................        23,284      31,177
  Current portion of senior term loan..............................         6,000       6,000
                                                                        ---------   ---------
     Total current liabilities.....................................        47,088      48,379

Revolving Credit Facility..........................................         5,625       7,925
Long-Term Portion of Senior Term Loan..............................        18,000      16,500
Convertible Subordinated Debentures................................       125,000     125,000
Other Noncurrent Liabilities.......................................        16,140      15,921
Minority Interest..................................................        33,931      32,997

Stockholders' Equity:
  Preferred Stock - $.01 par value; 20,000,000 shares authorized;
     no shares issued and outstanding..............................             -           -
  Common Stock - $.01 par value; 200,000,000 shares authorized;
     issued:  34,083,681 shares in December 1998 and April 1999....           341         341
  Additional paid-in capital.......................................       377,616     377,616
  Treasury stock, at cost (813,146 shares
     in December 1998 and April 1999)..............................        (5,261)     (5,261)
  Accumulated deficit..............................................      (243,338)   (249,040)
                                                                        ---------   ---------
     Total stockholders' equity....................................       129,358     123,656
                                                                        ---------   ---------
       Total liabilities and stockholders' equity..................     $ 375,142   $ 370,378
                                                                        =========   =========
</TABLE>
The accompanying notes to the consolidated financial statements are an integral
                           part of these statements.

                                       3
<PAGE>

                   EINSTEIN/NOAH BAGEL CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per share data)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                 Quarter Ended
                                             ----------------------
                                             April 19,   April 18,
                                                1998        1999
                                             ---------   ---------
<S>                                          <C>         <C>
Revenue:
  Store revenue............................   $110,475    $112,353

Costs and Expenses:
  Store:
     Cost of products sold.................     38,572      37,485
     Salaries and benefits.................     35,380      35,394
     Other controllable costs..............      9,269       9,187
     Rent, occupancy and related costs.....     10,589      11,350
     Marketing expenses....................      3,968       3,371
     Depreciation and amortization.........      6,178       3,622
                                              --------    --------
       Total store costs and expenses......    103,956     100,409
  Non-Store:
     Salaries, benefits, general and
       administrative......................     14,888      10,563
     Depreciation and amortization
       (excluding goodwill amortization)...      1,045         900
     Goodwill amortization.................      3,247       3,415
                                              --------    --------
       Total non-store costs and expenses..     19,180      14,878
                                              --------    --------
       Total costs and expenses............    123,136     115,287
                                              --------    --------

Income (Loss) from Operations..............    (12,661)     (2,934)

Other Income (Expense):
  Interest income..........................        246           -
  Interest expense.........................     (3,591)     (3,671)
  Other....................................          -         (31)
                                              --------    --------
     Total other income (expense)..........     (3,345)     (3,702)
                                              --------    --------

Income (Loss) before Income Taxes and
  Minority Interest........................    (16,006)     (6,636)
Income Taxes...............................          -           -
Minority Interest in Loss of Subsidiary....     (2,589)       (934)
                                              --------    --------
Net Income (Loss)..........................   $(13,417)   $ (5,702)
                                              ========    ========

Basic Earnings (Loss) per Share............     $(0.41)     $(0.17)
                                              ========    ========
Diluted Earnings (Loss) per Share..........     $(0.41)     $(0.17)
                                              ========    ========
Weighted Average Number of Common
  Shares Outstanding:
     Basic.................................     32,520      33,271
                                              ========    ========
     Diluted...............................     32,520      33,271
                                              ========    ========
</TABLE>
The accompanying notes to the consolidated financial statements are an integral
                           part of these statements.

                                       4
<PAGE>

                   EINSTEIN/NOAH BAGEL CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                              Quarter Ended
                                                                 ------------------------------------
                                                                     April 19,            April 18,
                                                                        1998                 1999
                                                                 ---------------      ---------------
<S>                                                                <C>                  <C>
Cash Flows from Operating Activities:
  Net income (loss).........................................            $(13,417)            $ (5,702)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
    Depreciation and amortization...........................              10,470                7,937
    Minority interest.......................................              (2,589)                (934)
    Provision for write-down of assets......................                   -                  353
    Changes in assets and liabilities:
      Accounts receivable...................................                 467                  324
      Accounts payable and accrued expenses.................              (9,101)               1,321
      Other assets and liabilities..........................                (150)                 547
                                                                 ---------------      ---------------
        Net cash provided by (used in) operating activities.             (14,320)               3,846
                                                                 ---------------      ---------------

Cash Flows from Investing Activities:
  Purchase of property and equipment........................             (10,684)              (3,335)
  Purchase of other assets..................................                (426)                 (36)
                                                                 ---------------      ---------------
    Net cash used in investing activities...................             (11,110)              (3,371)
                                                                 ---------------      ---------------

Cash Flows Provided by (Used in) Financing Activities:
  Borrowings under credit facility..........................                   -               48,550
  Repayments under credit facility..........................              (1,500)             (47,750)
                                                                 ---------------      ---------------
    Net cash provided by (used in) financing activities.....              (1,500)                 800
                                                                 ---------------      ---------------
Net Decrease in Cash and Cash Equivalents...................             (26,930)               1,275
Cash and Cash Equivalents, beginning of period..............              34,148                3,766
                                                                 ---------------
Cash and Cash Equivalents, end of period....................            $  7,218             $  5,041
                                                                 ===============      ===============
</TABLE>


The accompanying notes to the consolidated financial statements are an integral
                           part of these statements.

                                       5
<PAGE>

                   EINSTEIN/NOAH BAGEL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

   The consolidated interim financial statements have been prepared by
Einstein/Noah Bagel Corp. (the "Company") and are unaudited.  The financial
statements have been prepared in accordance with the instructions for Form 10-Q
and, therefore, do not necessarily include all information and footnotes
required by generally accepted accounting principles.  In the opinion of the
Company, all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the Company's consolidated financial position,
results of operations and cash flows as of April 18, 1999 and for all periods
presented have been made.  The statements are subject to year-end audit
adjustment.  A description of the Company's accounting policies and other
financial information are included in the audited consolidated financial
statements filed with the Securities and Exchange Commission in the Company's
Form 10-K for the year ended December 27, 1998.  The consolidated results of
operations for the quarter ended April 18, 1999 are not necessarily indicative
of the results expected for the full year.

2. Use of Estimates

   The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

   Effective December 28, 1998, the Company elected to change the period used
for amortization of goodwill and trademarks from 35 to 20 years. The Company has
reflected this change in estimate on a prospective basis.

3. Commitments and Contingencies

   The Company has entered into agreements with certain vendors which provide
for minimum purchases over specified terms.  Such agreements call for
retroactive rate adjustments or cash settlement in the event of purchase
shortfalls.  Management believes that the ultimate settlement of such
commitments will not have a material impact on the consolidated financial
position or results of operations of the Company.

   Bagel Store Development Funding, L.L.C. ("Bagel Funding") has invested a
total of approximately $89.6 million, representing an approximately 22% equity
interest, in Einstein/Noah Bagel Partners, L.P., a majority-owned subsidiary of
the Company ("Bagel Partners").  The Company is the manager of Bagel Funding.
Bagel Funding has the right to require Bagel Partners or the Company to redeem
Bagel Funding's equity interest in Bagel Partners at a pre-determined formula
price based on store level cash flow of Bagel Partners in the event that, at any
time after December 5, 1999 and prior to June 5, 2001, the Company does not
consent to a public offering of such equity interests or the termination of
certain rights and obligations under franchise and license agreements between
the Company and Bagel Partners.  The formula price is determined by multiplying
Bagel Funding's percentage interest in Bagel Partners by an enterprise valuation
of Bagel Partners.  Such enterprise valuation is equal to Bagel Partner's income
from operations before general and administrative expenses, depreciation and
amortization but after franchise royalties and marketing expenses (determined by
annualizing the highest of the two fiscal quarters prior to the quarter in which
the right is exercised), multiplied by 6.5, less the amount of any outstanding
indebtedness of Bagel Partners plus the amount of any cash balances of Bagel
Partners.  Bagel Funding's right becomes exercisable prior to December 5, 1999
if there is a Change in Control (as defined in the Bagel Partners partnership
agreement) of the Company.  The Company or Bagel Partners may pay the purchase
price for such equity interests in cash, shares of the Company's common stock or
a combination thereof.

   The Company has become subject to various lawsuits, claims and other legal
matters in the course of conducting its business.  The Company does not believe
that any such matters of which it is aware are material to the Company
individually or in the aggregate, but matters may arise which could adversely
affect the Company or its business operations.

   The Company and certain of its current and former officers and directors have
entered into an agreement to settle a class action lawsuit brought against them
in the United States District Court for the District of Colorado and in state
court in Jefferson County, Colorado.  The complaints allege, among other things,
that the Company and the other defendants violated Sections 11, 12(2) and 15 of
the Securities Act of 1933, as amended, and Section 10(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5
thereunder, as well as certain similar provisions of Colorado state law.  The
settlement does not include the claims pending in the lawsuit against the
underwriters in the Company's public offerings of common stock in August 1996
and November 1996 (the "Underwriters") and against the Company's independent
public accountants.

   The settlement of the litigation is being funded with proceeds of director
and officer liability insurance policies and is subject to certain customary
conditions, including final approval of the United States District Court for the

                                       6
<PAGE>

District of Colorado where the lawsuit is pending.  As also required by the
settlement agreement, the United States Bankruptcy Court for the District of
Arizona which has jurisdiction over the Chapter 11 bankruptcy case of Boston
Chicken, Inc., the Company's majority stockholder ("Boston Chicken") has granted
relief from the automatic stay in effect in the Boston Chicken bankruptcy case
to permit the settlement to be funded with proceeds of the insurance policies,
which cover directors and officers of both Boston Chicken and the Company.

   The Company has been informed by the Underwriters that they have reached an
agreement in principle to settle the litigation against the Underwriters.  The
Company has agreed in principle to pay $0.6 million as part of such settlement.


                                       7
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Special Note Regarding Forward-Looking Statements

   Certain statements in this Form 10-Q under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" constitute "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995.  Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of Einstein/Noah Bagel Corp. (the "Company"),
Einstein/Noah Bagel Partners, L.P., a majority-owned subsidiary of the Company
("Bagel Partners"), Einstein Bros(R) Bagels stores and Noah's New York Bagels(R)
stores to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.  Such
factors include, among others, the following: competition; success of operating
initiatives; development and operating costs; advertising and promotional
efforts; brand awareness; availability and terms of capital; adverse publicity;
acceptance of new product offerings; the Company's relationship with Boston
Chicken, Inc. ("Boston Chicken"), the Company's majority stockholder; changes in
business strategy or development plans; achievement of development schedules;
availability, locations, and terms of sites for store development; food, labor,
and employee benefit costs; changes in government regulation; regional weather
conditions; the Company's ability to implement new information technology
systems; Year 2000 compliance of systems provided to the Company by Boston
Chicken or other third party vendors; Year 2000 compliance of systems used by
Company suppliers; and other factors referenced in this Form 10-Q.  The Company
cannot predict which factors would cause actual results to differ materially
from those indicated by the forward-looking statements.  In addition to
considering statements that explicitly describe such risks and uncertainties,
readers are urged to consider statements that include the terms "believes,"
"belief," "expects," "plans," "anticipates," "intends" or the like to be
uncertain and forward-looking.


General

   As of May 28, 1999, Boston Chicken held approximately 51% of the voting stock
of the Company.  In addition, Boston Chicken has an option that permits it to
maintain ownership of shares of common stock having up to 52% of the voting
power of all of the outstanding shares of capital stock of the Company having
the power generally to vote in the election of directors.

   The Company and Boston Chicken are parties to various fee service agreements,
pursuant to which Boston Chicken provides to the Company certain accounting and
administration and computer and communications services.  In January 1999, the
Company's management informed Boston Chicken that the Company intended to
develop a business infrastructure that will permit it to perform those services
independently.  The Company and Boston Chicken have had discussions regarding
this transition, although the terms on which the Company may be able to
transition from the existing fee service agreements are not known at this time.
The failure of the Company to negotiate acceptable transition terms, the
inability to effect the transition on a timely basis or the interruption of
services provided by Boston Chicken prior to the Company's development and
implementation of a satisfactory business infrastructure could have a material
adverse effect on the Company.  See "Special Note Regarding Forward-Looking
Statements" on page 8.

   In connection with the development of a business infrastructure, in February
1999 the Company entered into license and support service agreements with a
third-party software vendor to obtain a license and support services for
enterprise systems (consisting of financial, human resources and payroll
systems).  The Company has also entered into an agreement with a third-party
consulting group that will assist the Company in the implementation of the new
systems.  The Company currently anticipates that the financial systems will
begin operating in the third quarter of fiscal 1999 and that the human resources
and payroll systems will begin operating at the beginning of fiscal 2000.

                                       8
<PAGE>

   The Company has also commenced negotiations to obtain from several third-
party vendors licenses for back office and point-of-sale store systems and
support services for those systems, and it anticipates entering into
negotiations to obtain other licenses and support services required in the
operation of its business.  The Company has also begun to hire additional
support center employees to provide the various accounting, administrative and
systems support services that are currently provided by Boston Chicken,
including human resources administration, benefits administration, risk
management, payroll, accounts payable, fixed assets, treasury, and systems
administration and support.

   The transition to a business structure and systems that are independent of
Boston Chicken will require the dedication of significant management resources
and may distract attention from the day-to-day business of the Company, which
could adversely affect the Company's business and operating results.  In
addition, there can be no assurance that the new systems will be implemented in
a timely fashion or that the cost of such implementation will not exceed the
amount estimated by the Company.  See "Liquidity and Capital Resources" on page
10.  The failure to implement such systems in a timely manner or at the budgeted
cost could have a material adverse effect on the Company. There can also be no
assurance that the Company will be able to hire and train sufficient qualified
personnel to perform the required services in a timely manner and on acceptable
terms.  See "Special Note Regarding Forward-Looking Statements" on page 8.


Results of Operations

   Revenue. Total store net revenue increased 1.7% to $112.4 million for the
quarter ended April 18, 1999 compared to $110.5 million for the prior comparable
quarter.  The increase in store net revenue was due to an increase in average
net weekly per store sales of 4.7% to $12,946 from $12,360 for the prior
comparable period.  Average net weekly per store sales represents weekly per
store average revenue, after customer and employee discounts, for all stores
open at the end of the periods presented.  The increase in average net weekly
per store sales was due to a higher proportion of mature stores in comparison to
the prior year and to the effect of several previously instituted Company
initiatives, including a new lunch menu, higher menu prices, closure of
underperforming stores, and focus on improved store level operations offset by
declines due to less marketing spending.  These Company initiatives have to date
proven more effective in the Company's Einstein Bros. Bagels concept than in its
Noah's New York Bagels concept.

   The average number of stores in operation decreased to 536 for the quarter
from 554 for the prior comparable quarter.

   Comparable store sales increased 2.3% from the prior comparable quarter.
Comparable store sales represent average net weekly per store sales for stores
open since the beginning of the prior year's comparable period.  There are 518
stores in the comparable store sales base.

   Store Costs and Expenses.  Cost of products sold as a percent of store
revenue decreased to 33.4% for the quarter ended April 18, 1999 from 34.9% for
the prior comparable quarter.  The decrease was attributable to a prior year
charge of approximately $0.8 million associated with the closing of a bagel
production plant and improved management of food costs in the first quarter of
1999.

   Salaries and benefits as a percent of store revenue decreased to 31.5% for
the quarter ended April 18, 1999 from 32.0% for the prior comparable quarter.
The decrease reflected the Company's ability to leverage store labor as average
net weekly per store sales increased.

   Other controllable costs (such as utilities, repair and maintenance, and
supplies) were relatively constant at 8.2% of store revenue for the quarter
ended April 18, 1999 compared to 8.4% for the prior comparable quarter.

   Rent, occupancy and related costs as a percent of store revenue increased to
10.1% for the quarter ended April 18, 1999 from 9.6% for the prior comparable
quarter.  The increase reflects greater average rents per store in part
associated with larger stores in premium locations as the Company continued to
focus on closing underperforming stores in poor locations.

                                       9
<PAGE>

   Marketing expenses as a percent of store revenue decreased to 3.0% for the
quarter ended April 18, 1999 from 3.6% for the prior comparable quarter.  The
decrease was the result of a decision to reduce marketing spending in fiscal
1999.

   As a result of the factors described above, store margins before depreciation
and amortization as a percent of store revenue increased to 13.9% for the
quarter ended April 18, 1999 from 11.5% for the prior comparable quarter.

   Depreciation and amortization as a percent of store revenue decreased to 3.2%
for the quarter ended April 18, 1999 from 5.6% for the prior comparable quarter.
The decrease was the result of the charge taken in the fourth quarter of 1998
for impairment of long-lived assets.

   Salaries, Benefits, General and Administrative. Salaries, benefits, general
and administrative expenses as a percent of total revenue decreased to 9.4% for
the quarter ended April 18, 1999 from 13.5% for the prior comparable quarter.
The decrease was primarily due to a prior year reduction in force and an
associated one-time charge of $1.5 million for severance offset by a one-time
charge of $1.1 million related to store closures in the first quarter of 1999.

   Depreciation and Amortization. Non-store depreciation and amortization
(excluding goodwill amortization) as a percent of total revenue remained
relatively constant at 0.8% for the quarter ended April 18, 1999, compared to
0.9% for the prior comparable quarter. Goodwill amortization as a percent of
total revenue also remained relatively constant at 3.0% for the quarter from
2.9% for the prior comparable quarter. The net changes reflect an increase due
to shortened useful lives of trademarks and goodwill offset by the decrease in
the remaining balances as a result of the charge for impairment of long-lived
assets taken in the last quarter of 1998.

   Other Expense.  The Company incurred other expense of $3.7 million for the
quarter ended April 18, 1999 compared to other expense of $3.3 million for the
prior comparable quarter.  The increase was due to the reduction in interest
income related to the higher average cash balance in the prior comparable
period.

   Minority Interest.  The minority interest in losses of Bagel Partners was
$0.9 million for the quarter ended April 18, 1999 compared to $2.6 million for
the quarter ended April 19, 1998.

   Income Taxes.  Because of the uncertainty of utilizing the loss incurred in
1999, no income tax benefit was established.


Liquidity and Capital Resources

   The Company's primary sources of capital in 1998 and the first quarter of
1999 were from borrowings under the Company's revolving credit facility and
internally generated cash from operations.  Cash provided by operations for the
quarter ended April 18, 1999 was $3.8 million compared to $14.3 million of cash
used in operations for the quarter ended April 19, 1998.  The increase in cash
provided was due primarily to the prior comparable period reduction in working
capital related to a decrease in accounts payable and accrued expenses and a
decrease in net loss to $5.7 million from $13.4 million in the prior comparable
quarter.

   The Company is party to a secured credit agreement with Bank of America
National Trust and Savings Association and the lenders named therein (the
"Credit Facility"), that consists of a secured term loan facility, under which
$22.5 million was outstanding at April 18, 1999, and a $25.0 million secured
revolving credit facility, of which $7.9 million was outstanding as of April 18,
1999.  Amounts available under the $25.0 million revolving credit facility are
subject to an incurrence test based on the ratio of senior indebtedness to cash
flow.  The Credit Facility contains financial covenants that require the Company
to maintain certain minimum average weekly net sales levels and to comply with
ratios of system cash flow to senior indebtedness and pro forma fixed charges.

   For the quarter ended April 18, 1999, the Company's primary uses of capital,
other than providing working capital for normal operating expenses, consisted of
expenditures for store development and refurbishment,

                                       10
<PAGE>

development and maintenance of its corporate infrastructure and investments in
commissaries. During the quarter ended April 18, 1999, the Company expended $3.3
million on construction of new stores, corporate infrastructure and investments
in commissaries. For the prior comparable quarter, the Company expended $10.7
million related to development of new stores, a majority of which were opened in
the fourth quarter of 1997, and corporate infrastructure and investments in
commissaries.

   Cash provided by financing activities was $0.8 million for the quarter ended
April 18, 1999 resulting from the net borrowings and repayments under the
Company's credit facility.

   The Company's primary uses of capital in 1999, other than providing working
capital for normal operating expenses, are expected to consist primarily of
satisfaction of current liabilities, expenditures related to the development of
business infrastructure and systems, including the acquisition of hardware,
software licenses, maintenance and support for enterprise and store systems,
expenditures related to building and opening a small number of new stores and
refurbishing existing stores, and payment of principal and interest on
outstanding indebtedness. The Company estimates that the aggregate cost
associated with acquiring and implementing new enterprise systems will be
approximately $3.8 million (of which approximately $1.5 million has been
incurred) and that the capital cost associated with upgrading store systems to
become Year 2000 compliant will be approximately $1.6 million (of which less
than $0.1 million has been incurred), primarily to purchase hardware that will
accommodate Year 2000 compliant software. In addition, the Company expects to
incur additional capital costs in obtaining ownership of software licenses,
including licenses for back office and point-of-sale store systems, and
additional operating expenses in building and operating a business
infrastructure to perform services that to date have been provided to the
Company by Boston Chicken. Moreover, until such time as the Company's fee
service agreements with Boston Chicken expire or are terminated, the Company
will continue to be obligated to pay fees to Boston Chicken under those
agreements in addition to paying the expenses of building and operating its own
infrastructure.

   The Company's primary sources of capital in 1999 are expected to consist
primarily of internally generated cash from operations and borrowings under the
Company's revolving credit facility.  The Company anticipates the expected
sources of capital will be sufficient to fund the expected uses.  In the event
the Company requires additional capital for the foregoing purposes, there can be
no assurance that the Company will be able to raise such capital on satisfactory
terms, if at all.  See "Special Note Regarding Forward-Looking Statements" on
page 8.  If the Company is unable to comply with any of the financial covenants
under its bank credit facility, the Company would be unable to draw on its
revolving credit facility and, upon action of the lenders under the bank credit
facility, all outstanding principal and interest under the bank credit facility
could be accelerated and become immediately due and payable.  To the extent the
Company did not have borrowing availability under the bank credit facility, the
Company could be required to seek additional sources of capital and, if unable
to obtain such capital, could be unable to satisfy its obligations when due.


Year 2000

   The Year 2000 issue is the result of computer programs written to identify
the applicable year with two digits rather than four.  As written, these
programs may identify the year "00" as 1900 rather than 2000, which could result
in systems miscalculations or systems failure leading to potentially substantial
business disruptions.  The Company has adopted a comprehensive plan to identify
and resolve its Year 2000 issues.  The Company's Year 2000 plan consists of (a)
assuring that its information technology systems, currently provided by Boston
Chicken under the terms of a computer and communications services agreement, are
Year 2000 compliant, (b) assuring that new information technology systems
acquired by the Company as part of its development of an independent business
infrastructure are Year 2000 compliant, and (c) obtaining assurances from other
third party vendors that their businesses and systems will be Year 2000
compliant on a timely basis.

   Boston Chicken has informed the Company that the information technology
systems it provides are, or will be by November 1, 1999, Year 2000 compliant.
Such systems include back office and point of sale store systems as well as
financial, human resources, payroll and desktop systems utilized at the
Company's support center.  In addition to the public disclosure provided by
Boston Chicken with respect to its Year 2000 compliance efforts, the Company
receives periodic reports from Boston Chicken management relating to Year 2000
issues.  In addition to

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<PAGE>

the fees the Company pays to Boston Chicken under the computer and
communications services agreement, the Company expects to incur capital
expenditures of approximately $1.6 million, primarily to purchase hardware for
store systems that will accommodate Year 2000 compliant software. The Company
intends to continue monitoring Boston Chicken's Year 2000 compliance efforts on
a regular basis with respect to systems provided by Boston Chicken and to seek
assurances of Year 2000 compliance from any other vendors who may grant licenses
to the Company or support its information technology systems in the future. See
"Special Note Regarding Forward-Looking Statements" on page 8.

   The Company has received assurances from the third party software vendor that
is providing the Company with a software license and support services for its
enterprise systems that the software will be Year 2000 compliant.  The Company
has received similar assurances from its principal third party systems hardware
vendor.  The Company intends to seek assurances of Year 2000 compliance from
other vendors of systems software, hardware and services.  See "Special Note
Regarding Forward-Looking Statements" on page 8.

   The Company has also implemented a program to obtain third party vendor
assurances of Year 2000 compliance.  The Company is currently in the process of
assessing the impact on the Company if any of its third-party vendors are not
Year 2000 compliant.  Management of the Company expects to meet with its most
significant vendors, such as its bagel and cream cheese suppliers and its
distribution vendor, during the second fiscal quarter in 1999 to discuss their
Year 2000 compliance plans.  The Company has sent to substantially all other
vendors, including the Company's landlords, equipment vendors, service providers
and banks, letters requesting written assurance of Year 2000 compliance on a
timely basis.  Management intends to evaluate all vendor responses and, if any
response is deemed inadequate, to follow-up with letters, telephone calls and/or
meetings with the applicable vendor.  Throughout this process, management of the
Company will assess both the likelihood of compliance by the vendor and the
impact on the Company if it is determined that the vendor will not be compliant
on a timely basis.  To the extent that the Company determines that a significant
vendor is not likely to be Year 2000 compliant in a timely manner, the Company
intends to develop contingency plans, including obtaining alternative sources
for any product or service material to maintaining uninterrupted business
operations.  The Company expects that its third party vendor compliance program,
including the development of contingency plans, if necessary, will be complete
by the end of its third fiscal quarter in 1999.  See "Special Note Regarding
Forward-Looking Statements" on page 8.

   The Company's Year 2000 compliance efforts involve a significant amount of
time and effort by management and employees, the total cost of which is
difficult to precisely estimate.  The Company does not, however, anticipate that
these costs will be material to the Company.  The Company does not expect
significant business disruptions arising from the failure of its third party
vendors to be Year 2000 compliant on a timely basis; however, compliance efforts
of Boston Chicken, other providers of information technology systems and other
third party vendors are not within the Company's control.  There can be no
assurance that all of such persons will be Year 2000 compliant, or that the
Company will successfully develop and implement satisfactory contingency plans
on a timely basis.  The occurrence of any such event could have a material
adverse effect on the financial condition or results of operations of the
Company.  See "Special Note Regarding Forward-Looking Statements" on page 8.

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<PAGE>

Quantitative and Qualitative Disclosures About Market Risk

   Over time, the Company is exposed to market risks arising from changes in
interest rates.  The Company has not historically used derivative financial
instruments.

   As of April 18, 1999, $30.4 million of floating-rate debt was exposed to
changes in interest rates compared to $29.6 million at December 27, 1998.  This
exposure was primarily linked to the prime lending rate.  A hypothetical 10%
change in the prime lending rate would not have had a material effect on the
Company's annual earnings.

   As of April 18, 1999 and December 27, 1998, the Company also had $125.0
million of fixed-rate convertible subordinated debentures due 2004.  A
hypothetical 10% change in interest rates on this debt would affect the market
value of these financial instruments.


<PAGE>

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

     The information set forth under Note 2 of the Company's Notes to
Consolidated Financial Statements contained in Part I of this Form 10-Q is
incorporated herein by reference thereto.


Item 6.  Exhibits and Reports on Form 8-K

     A.   Exhibits:  See Exhibit Index appearing elsewhere herein, which is
          incorporated herein by reference.

     B.   Reports on Form 8-K:  During the quarter ended April 18, 1999, the
          Company filed a current report on Form 8-K dated February 12, 1999 and
          a current report on Form 8-K dated February 17, 1999.  The report
          dated February 12, 1999 disclosed under Item 5 that the Company had
          entered into an agreement to settle a securities class action lawsuit
          against the Company and certain of its former officers and directors.
          The report dated February 17, 1999 referred in Item 5 to the Company's
          press release containing its results of operations for the fourth
          quarter of fiscal 1998 and included a copy of such press release as an
          exhibit.

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<PAGE>

                                   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.


                                      EINSTEIN/NOAH BAGEL CORP.



Date:  June 2, 1999                         /s/ Robert M. Hartnett
                                      -------------------------------------
                                                Robert M. Hartnett
                                              Chairman of the Board,
                                      Chief Executive Officer and President



Date:  June 2, 1999                         /s/ Paula E. Manley
                                      -------------------------------------
                                                Paula E. Manley
                                            Chief Financial Officer

                                      15
<PAGE>

                                 EXHIBIT INDEX

10.1  Fourth Amendment and Waiver dated as of May 15, 1999 to Amended and
      Restated Secured Credit Agreement dated as of November 21, 1997 among the
      Company, Bank of America National Trust and Savings Association, as Agent
      and Issuing Lender, General Electric Capital Corporation, as Co-Agent and
      the Lenders named therein.

10.2  Amended and Restated 1996 Stock Option Plan for Non-Employee Directors.

27    Financial Data Schedule.


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