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 February 28, 2013, 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 fourth quarter ended January 1, 2013.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS.

99.1 Press release issued February 28, 2013

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