<PAGE>
 
                                 UNITED STATES
                                        
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 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 19, 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 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 29, 1998: 34,083,681.
<PAGE>
 
                           EINSTEIN/NOAH BAGEL CORP.

                                     INDEX
<TABLE>
<CAPTION> 

PART I.  FINANCIAL INFORMATION                                              Page No.
<S>              <C>                                                        <C>                

         Item 1. Financial Statements

                 Consolidated Balance Sheets as of December 28, 1997 and
                 April 19, 1998..............................................  3

                 Consolidated Statements of Operations for the quarters ended
                 April 20, 1997 and April 19, 1998...........................  4

                 Consolidated Statements of Cash Flows for the quarters ended
                 April 20, 1997 and April 19, 1998...........................  5

                 Notes to Consolidated Financial Statements..................  6
               
         Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.........................  7
               
PART II. OTHER INFORMATION

         Item 1. Legal Proceedings...........................................  11
               
         Item 6. Exhibits and Reports on Form 8-K............................  11

                 Signature Page..............................................  12

                 Exhibit Index...............................................  13
</TABLE>

                                       2
<PAGE>
 
                  EINSTEIN/NOAH BAGEL CORP. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                     December 28,             April 19,
                                                                         1997                    1998
                                                                   ----------------        ----------------
                                                                                              (unaudited)
<S>                                                               <C>                     <C>
ASSETS
------
Current Assets:
 Cash and cash equivalents..................................           $ 34,148               $  7,218
 Accounts receivable........................................              1,593                  1,126
 Inventories................................................              9,823                  9,013
 Prepaid expenses and other current assets..................                502                    213
                                                                     ----------             ----------
  Total current assets......................................             46,066                 17,570

Property and Equipment, net.................................            194,152                200,152
Goodwill, net...............................................            360,155                357,051
Trademarks, net.............................................             22,075                 21,916
Recipes, net................................................              7,202                  6,961
Other Assets, net...........................................             13,478                 13,093
                                                                     ----------             ----------
  Total assets..............................................           $643,128               $616,743
                                                                     ==========             ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
 Accounts payable...........................................           $ 16,140               $  7,009
 Accrued expenses...........................................             38,369                 38,544
 Current portion of senior term loan........................              6,000                  6,000
                                                                     ----------             ----------
  Total current liabilities.................................             60,509                 51,553

Long Term Portion of Senior Term Loan.......................             24,000                 22,500
Convertible Subordinated Debentures.........................            125,000                125,000
Other Noncurrent Liabilities................................             23,225                 23,326
Minority Interest...........................................             80,048                 77,459
Commitments and Contingencies
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:  33,332,594 shares in
  December and 33,333,681 shares in April...................                333                    333
 Additional paid-in capital.................................            374,685                374,661
 Treasury stock, at cost (813,146 shares in
  December and April).......................................             (5,261)               (5,2610)
 Accumulated deficit........................................            (39,411)               (52,828)
                                                                     ----------             ----------
  Total stockholders' equity................................            330,346                316,905
                                                                     ----------             ----------
   Total liabilities and stockholders' equity...............           $643,128               $616,743
                                                                     ==========             ==========
</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 20,   April 19,
                                                                 1997        1998
                                                               ---------   ---------
<S>                                                            <C>         <C>
Revenue:
    Store revenue ..........................................    $ 2,103     $110,475
    Royalties and franchise-related fees ...................     14,625           --
                                                                -------     --------
        Total revenue ......................................     16,728      110,475
 
Costs and Expenses:
    Store:
        Cost of products sold ..............................        704       38,572
        Salaries and benefits ..............................        609       35,380
        Other controllable costs............................        122        9,269
        Rent, occupancy and related costs...................        150       10,589
        Marketing expenses .................................        126        3,968
        Depreciation and amortization ......................         66        6,178
                                                                -------     --------
            Total store costs and expenses .................      1,777      103,956
 
    Non-Store:
        General and administrative .........................      6,023       14,888
        Depreciation and amortization (excluding goodwill
          amortization) ....................................      1,071        1,045
        Goodwill amortization ..............................        625        3,247
                                                                -------     --------
            Total non-store costs and expenses .............      7,719       19,180
                                                                -------     --------
            Total costs and expenses .......................      9,496      123,136
                                                                -------     --------
 
Income (Loss) from Operations ..............................      7,232      (12,661)
 
Other Income (Expense):
    Interest income ........................................        391          246
    Interest expense .......................................       (170)      (3,591)
                                                                -------     --------
        Total other income (expense) .......................        221       (3,345)
                                                                -------     --------
 
Income (Loss) before Income Taxes and Minority Interest ....      7,453      (16,006)
Income Taxes ...............................................      2,275           --
Minority Interest in Loss of Subsidiary ....................         --       (2,589)
                                                                -------     --------
Net Income (Loss) ..........................................    $ 5,178     $(13,417)
                                                                =======     ========
 
Basic Earnings (Loss) per Share ............................    $  0.16     $  (0.41)
                                                                =======     ========
Diluted Earnings (Loss) per Share ..........................    $  0.15     $  (0.41)
                                                                =======     ========
Weighted Average Number of Common Shares Outstanding:
        Basic ..............................................     32,559       32,520
                                                                =======     ========
        Diluted ............................................     34,962       32,520
                                                                =======     ========
</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 20,   April 19,
                                                                           1997        1998
                                                                         ---------   ---------
<S>                                                                      <C>         <C>
Cash Flows from Operating Activities:
    Net income (loss) ................................................   $   5,178    $(13,417)
    Adjustments to reconcile net income (loss) to net cash provided
      by (used in) operating activities:
        Depreciation and amortization ................................       1,762      10,470
        Minority interest ............................................          --      (2,589)
        Warrant and option expense ...................................          26          --
        Deferred income taxes ........................................      (1,926)         --
        Changes in assets and liabilities:
            Accounts receivable ......................................      (3,873)        467
            Accounts payable and accrued expenses ....................       5,363      (9,101)
            Deferred franchise revenue ...............................         595          --
            Other assets and liabilities .............................         (89)       (150)
                                                                         ---------    --------
                Net cash provided by (used in) operating activities ..       7,036     (14,320)
                                                                         ---------    --------

Cash Flows from Investing Activities:
    Purchase of property and equipment ...............................      (3,872)    (10,684)
    Proceeds from sale of assets .....................................       3,600          --
    Purchase of other assets .........................................      (2,362)       (426)
    Issuance of notes receivable .....................................    (124,298)         --
    Repayment of notes receivable ....................................      53,386          --
                                                                         ---------    --------
        Net cash used in investing activities ........................     (73,546)    (11,110)
                                                                         ---------    --------
 
Cash Flows Provided by (Used in) Financing Activities:
    Proceeds from issuance of common stock ...........................       8,206          --
    Repayments under credit facility .................................          --      (1,500)
    Proceeds from convertible debt ...................................      29,500          --
    Repayment of convertible debt ....................................     (21,700)         --
                                                                         ---------    --------
        Net cash provided by (used in) financing activities ..........      16,006      (1,500)
                                                                         ---------    --------
Net Decrease in Cash and Cash Equivalents ............................     (50,504)    (26,930)
Cash and Cash Equivalents, beginning of period .......................      50,741      34,148
                                                                         ---------    --------
Cash and Cash Equivalents, end of period .............................   $     237    $  7,218
                                                                         =========    ========
</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 financial statements have been prepared by Einstein/Noah
Bagel Corp. (the "Company") and are unaudited except for the consolidated
balance sheet at December 28, 1997. 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 19, 1998 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 as filed with the Securities and
Exchange Commission in the Company's Form 10-K for the year ended December 28,
1997. The consolidated results of operations for the quarter ended April 19,
1998 are not necessarily indicative of the results expected for the full year.


2.   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 $89.5 million, representing an approximately 21% 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. Such 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 any 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 executive officers and
directors are defendants in a class action lawsuit filed in the United States
District Court for the District of Colorado. In addition, an action was filed in
state court in Jefferson County, Colorado, although such action has been stayed
pending resolution of the federal case. The complaints in such actions 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, and Rule 10b-5 thereunder, as
well as certain similar provisions of Colorado state law. The plaintiffs are
seeking, among other things, an award of unspecified compensatory damages,
interest and costs. Although the Company cannot predict the outcome of these
lawsuits, the Company believes the complaints are without merit and intends to
vigorously defend against the allegations made in the complaints. On February
10, 1998 the Company filed a motion to dismiss the complaint in the federal
case.


3.   Reclassifications

     Certain reclassifications have been made to the 1997 financial statements
to conform to the 1998 presentation.


                                       6

<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 which may cause the actual results,
performance or achievements of Einstein/Noah Bagel Corp. (the "Company"), its
area developers, and Einstein Bros./(R)/Bagels 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, and
business of, 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; 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

     On December 5, 1997, the Company converted its loans to its area developers
into a majority equity interest in the area developers and purchased additional
area developer equity interests, and the area developers merged into a surviving
entity, Einstein/Noah Bagel Partners, L.P. ("Bagel Partners"). As a result of
the loan conversions and the area developer merger (together with certain
related transactions, the "Transactions"), the Company owns approximately 78% of
Bagel Partners with the remaining equity interest owned by Bagel Store
Development Funding, L.L.C. and management of the former area developers.

     As a result of the Transactions, the revenue generated by the Company as a
lender, franchisor and service provider to the area developers prior to the date
of the Transactions is eliminated in consolidation and replaced with store
revenue and operating expenses from and after the date of the Transactions. The
foregoing results are adjusted in the "minority interest" line item to reflect
the minority interests not owned by the Company. As a result of the
Transactions, the operating results for the quarter ended April 19, 1998 are not
readily comparable to those for the quarter ended April 20, 1997.

     As of April 19, 1998, Boston Chicken held approximately 51.9% 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. On May 27, 1998, 
Boston Chicken announced that it had retained Morgan Stanley & Co. Incorporated
to advise and assist it in evaluating the sale of all or a portion of the shares
of common stock of the Company owned by it to one or more third parties. The
Company and Boston Chicken are parties to various agreements, pursuant to which
Boston Chicken has agreed to provide to the Company certain accounting and
administration and computer and communications services. The Company also has a
non-convertible unsecured credit facility from Boston Chicken providing for
borrowings of up to $50.0 million. Although the Company has not requested
funding under such facility, there can be no assurance that, if requested,
Boston Chicken would have the resources available, or would use its available
resources, to fund the credit facility.

     The Company's future financial condition and results of operations are
subject to uncertainties related to stockholder class action lawsuits filed
against the Company and certain other defendants. See Note 2 of Notes to the
Company's Consolidated Financial Statements. Because such litigation is at a
preliminary stage, the Company is unable to make a meaningful estimate of any
loss that could result from an unfavorable outcome of the litigation.


                                       7

<PAGE>
 
Results of Operations

     The Company's results of operations for the quarter ended April 20, 1997
reflect the Company's operations primarily as a franchisor. As a result of the
Transactions, the Company's results of operations for the quarter ended April
19, 1998 reflect the results of the Company as the majority owner and operator
of stores systemwide.

     Revenue.  Total systemwide net store revenue increased 45% to $110.5
million for the quarter ended April 19, 1998 compared to $76.5 million in the
prior comparable quarter. The increase in systemwide net store revenue was due
to an increase in the number of stores in operation systemwide to 557 stores at
the quarter ended April 19, 1998 from 420 stores at the quarter ended April 20,
1997. This increase was offset by a decrease in the average weekly per store
sales ("WPSA") to $12,360 for the quarter ended April 19, 1998 as compared to
$13,179 for the prior comparable quarter. The lower net WPSA was due to a
smaller proportion of mature stores in the system during the quarter ended April
19, 1998 compared to the prior comparable quarter.

     Company net store revenue increased to $110.5 million for the quarter ended
April 19, 1998, compared to $2.1 million in the prior comparable quarter. The
increase was due to an increase in the average number of Company stores in
operation to 560 for the quarter ended April 19, 1998 from 12 Company stores for
the prior comparable period.

     The Company did not have any royalties, franchise-related fees or interest 
income from area developer loans for the quarter ended April 19, 1998 compared
to royalties, franchise-related fees and interest income from area developer
loans of $14.6 million for the prior comparable quarter. As a result of the
Transactions, revenue previously recognized by the Company as lender, franchisor
and service provider to its area developers is eliminated in consolidation.

     Store Costs and Expenses.   Store costs and expenses increased to $104
million for the quarter ended April 19, 1998, compared to $1.8 million in the
prior comparable quarter.

     Store costs and expenses as a percentage of store revenue for the quarter
ended April 19, 1998 were 94.1% compared to 84.5 % for the prior comparable
quarter. The cost of products sold, including food and paper, was 34.9% of store
revenue for the quarter ended April 19, 1998, compared to 33.5% for the prior
comparable quarter. The increase was due in part to higher food costs in menu
offerings and in part to inefficiencies of a bagel production plant that was
closed in the quarter ended April 19, 1998. Salaries and benefits were 32.0% of
store revenue for the quarter ended April 19, 1998 as compared to 28.9% for the
prior comparable quarter. The increase was due to smaller staffs in the prior
comparable quarter. Other controllable costs (including telephone, utilities,
security, repairs and maintenance, supplies, uniforms and laundry), together
with rent, occupancy and related costs, were 18.0% of store revenue for the
quarter ended April 19, 1998 as compared to 12.9% for the prior comparable
quarter. The increase was due to larger stores and more complex store
configuration in the quarter ended April 19, 1998 compared to the prior
comparable quarter. Marketing expense was 3.6% of store revenue for the quarter
ended April 19, 1998 as compared to 6.0% for the prior comparable quarter. The
decrease was due to a change in marketing strategy. Store depreciation and
amortization was 5.6% of store revenue for the quarter ended April 19, 1998 as
compared to 3.1% for the prior comparable quarter. The increase was due to
larger stores and higher equipment costs for the current store base as compared
to the Company store base in the prior comparable quarter.

     General and Administrative.  General and administrative expenses increased
to $14.9 million for the quarter ended April 19, 1998 from $6.0 million for the
prior comparable quarter. The increase was due to the transition to a Company-
controlled system under which expenses previously incurred by the Company's area
developers are now reflected on the Company's consolidated financial statements
and a severance charge of $1.5 million for terminated employees.


                                       8

<PAGE>
 
     Depreciation and Amortization.  For the quarter ended April 19, 1998, non-
store depreciation and amortization was consistent with the prior comparable
quarter. Goodwill amortization increased to $3.2 million for the quarter ended
April 19, 1998 as compared to $0.6 million for the prior comparable quarter. The
increase was due to goodwill recorded as a result of the Transactions.

     Other Income (Expense).  The Company incurred other expense of $3.3 million
compared to other income of $0.2 in the prior comparable quarter. The increase
was due to the interest on the Company's convertible subordinated debentures
issued in the second quarter of 1997.

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

     Income Taxes.  Because of the uncertainty of utilizing the loss incurred
for the quarter ended April 19, 1998, no income tax benefit was established.


Liquidity and Capital Resources

     Cash used in operations for the quarter ended April 19, 1998 was $14.3
million, a decrease of $21.3 million from cash provided from operations of $7.0
million for the quarter ended April 20, 1997. The decrease was due primarily to
paydown of accounts payable and accrued expense balances and other changes in
working capital for the quarter ended April 19, 1998 of $8.8 million, compared
to cash provided of $2.0 million in the prior comparable quarter. Also, general
and administrative costs increased by $8.9 million in the quarter ended April
19, 1998 as compared to the prior comparable quarter. The increase was due to
the transition to a Company-controlled system and a severance charge of $1.5
million for terminated employees.

     Cash used in financing activities was $1.5 million for the quarter ended
April 19, 1998 compared to $16.0 million provided from financing activities for
the prior comparable quarter. As of April 19, 1998, the Company had $7.2 million
available in cash and cash equivalents. In the quarter ended April 14, 1998, the
Company made a $1.5 million payment under the Credit Facility (defined below)
and in the prior comparable quarter received cash from bank borrowings and the
issuance of common stock. 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 $28.5 million was outstanding at April 19, 1998, and a
$25.0 million secured revolving credit facility. The $25.0 million revolving
credit facility becomes available in increments through September 1998, when the
entire amount of the facility becomes available, subject to the Company's
compliance with certain financial covenants, including a minimum operating cash
flow test. There was $12.0 million available to the Company under the Credit
Facility as of June 1, 1998. The Credit Facility also contains financial
covenants that require maintaining certain minimum average weekly net sales
levels and system and store cash flow ratios, and that limit overhead levels. If
the Company is unable to comply with any of the Credit Facility's financial
covenants, the Company would be unable to draw on the revolving credit facility
and, upon action of the lenders under the Credit Facility, all outstanding
principal and interest under the Credit Facility could be accelerated and become
immediately due and payable. To the extent the Company did not have borrowing
availability under the 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.

     The Company also had a $50.0 million non-convertible credit facility with
Boston Chicken. Although the Company has not requested funding under the credit
facility, there can be no assurance that, if requested, Boston Chicken would
have the resources available, or would use its available resources, to fund the
credit facility.

     The Company's primary use of capital reflects its effort to establish brand
awareness and market leadership, which historically was done by providing
partial financing to its area developers for use in rapid store development and
working capital needs. Net loan advances to area developers were $70.9 million
in the first quarter of 1997 (consisting of $124.3 million of loan advances, net
of $53.4 million of loan repayments). The majority of the loan advance and
repayment activity reflects the revolving nature of the loans; that is, amounts
were drawn and repaid on a regular basis to optimize cash management.

     In addition to providing funding to its area developers, the Company's
capital requirements have consisted of store development, development of its
corporate infrastructure, which supports systemwide expansion, and investments
in food production facilities. For the quarter ended April 19, 1998, the Company
expended $10.7


                                       9

<PAGE>
 
million on construction of new stores, a majority of which were opened during
the fourth quarter of 1997, and on investments in food production facilities. In
the prior comparable quarter, the Company expended $3.9 million related to
corporate infrastructure and investments in food production facilities. The
Company generated $3.6 million in the first quarter of 1997 from the sale of
stores to a newly-formed area developer.

     The Company's primary uses of capital for the remainder of 1998, other than
providing working capital for normal operating expenses, are expected to consist
primarily of satisfaction of current liabilities, expenditures related to
building and opening new stores and retrofitting existing stores, and payment of
principal and interest on outstanding indebtedness. In the event the Company
requires additional capital for working capital needs, 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 7.


                                       10

<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 first quarter ended April 19, 1998,
          the Company filed an amendment on Form 8-K/A to its Form 8-K dated
          November 21, 1997.

                                       11
<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, 1998                            /s/ Robert M. Hartnett
                                            ---------------------------------
                                                   Robert M. Hartnett
                                                 Chairman of the Board,
                                               Chief Executive Officer and
                                                        President



Date:  June 2, 1998                             /s/ W. Eric Carlborg
                                            ---------------------------------
                                                    W. Eric Carlborg
                                                 Chief Financial Officer

                                       12
<PAGE>
 
                                 EXHIBIT INDEX

 
 Exhibit     
 Number                            Exhibits*
 -------                           --------

  10.1      First Amendment and Waiver dated March 27, 1998 to the Amended and
            Restated Secured Credit Agreement dated as of November 21, 1997
            among the Company, Bank of America National Trust and Savings
            Association ("Bank of America"), as Agent and Issuing Lender,
            General Electric Capital Corporation, as Co-Agent and the Lenders
            named therein (incorporated by reference to Exhibit 10.4(b) to the
            Company's 1997 Annual Report on Form 10-K).
 
  10.2      First Amendment dated March 25, 1998 to Limited Partnership
            Agreement of Einstein/Noah Bagel Partners, L.P. (incorporated by
            reference to Exhibit 10.18(b) to the Company 1997 Annual Report on
            Form 10-K).
              
  10.3      Letter agreement dated April 29, 1998 by and between the Company and
            Robert M. Hartnett

  10.4      Letter agreement dated March 25, 1998 by and between the Company and
            David G. Stanchak

  10.5      Termination Agreement dated May 1, 1998 by and between the Company
            and Jeffrey L. Butler
 
  27        Financial Data Schedule.


* In the case of incorporation by reference to documents filed by Boston
  Chicken, Inc. under the Securities Exchange Act of 1934, as amended, Boston
  Chicken Inc.'s file number under that Act is 0-22802.

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