ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Reference is made to the Einstein Noah Restaurant Group, Inc. (the "Company") press release issued on August 2, 2012, attached hereto as Exhibit 99.1, and incorporated by reference herein (including, without limitation, the information set forth in the cautionary statement contained in the press release), relating to the Company's financial results for the second quarter ended July 3, 2012.

ITEM 8.01 OTHER EVENTS

On July 30, 2012, the Board declared a cash dividend on the Company's common stock in the amount of $0.125 per share, payable on October 15, 2012, to shareholders of record as of September 1, 2012. The Company intends to pay a regular quarterly dividend going forward, at the discretion of the Board, dependant on a variety of factors, including available cash and the overall financial condition of the Company.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS.

99.1 Press release issued August 2, 2012

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