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 November 12, 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 third quarter ended October 2, 2012.

ITEM 8.01 OTHER EVENTS

On November 1, 2012, the Board declared a cash dividend on the Company's common stock in the amount of $0.125 per share, payable on January 15, 2013, to shareholders of record as of December 3, 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 November 12, 2012

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