<PAGE>
 
As filed with the Securities and Exchange Commission on August 30, 1996
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                           EINSTEIN/NOAH BAGEL CORP.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                     84-1294908
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)

                           14123 DENVER WEST PARKWAY
                                 P.O. BOX 4086
                            GOLDEN, COLORADO  80401
                                (303) 215-9300
             (Address of Registrant's Principal Executive Offices)
                               ------------------
                     EINSTEIN/NOAH BAGEL CORP. AMENDED AND
                        RESTATED 1995 STOCK OPTION PLAN
                                      AND
                EINSTEIN/NOAH BAGEL CORP. 1996 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                           (Full Title of the Plans)

         PAUL A. STRASEN                                     COPIES TO:
VICE PRESIDENT AND GENERAL COUNSEL                        KEVIN J. MCCARTHY
    EINSTEIN/NOAH BAGEL CORP.                             BELL, BOYD & LLOYD
    14123 DENVER WEST PARKWAY                           70 WEST MADISON STREET
     GOLDEN, COLORADO  80401                           CHICAGO, ILLINOIS  60602
        (303) 215-9300                                      (312) 372-1121
 
                     (Name, Address, and Telephone Number,
                   Including Area Code, of Agent For Service)
                               ------------------
                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                                       PROPOSED           PROPOSED
                                                  AMOUNT               MAXIMUM            MAXIMUM          AMOUNT OF
         TITLE OF EACH CLASS OF                    TO BE            OFFERING PRICE       AGGREGATE       REGISTRATION
      SECURITIES TO BE REGISTERED                REGISTERED            PER UNIT        OFFERING PRICE        FEE
=====================================================================================================================
<S>                                       <C>                       <C>              <C>                 <C>
Common Stock, par value $.01 per share    3,569,436 Shares (1)(2)    $ 6.8932     $   24,604,836.24        $ 8,484.42
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share    1,725,759 Shares (1)(3)    $26.8125 (4)    $46,271,913.19 (4)    $15,955.83
- --------------------------------------------------------------------------------------------------------------------- 
</TABLE>

  (1) This registration statement also covers an indeterminate number of shares
      of Common Stock which may be issuable under the antidilution and other
      adjustment provisions of the respective plans pursuant to Rule 416(a) of
      the Securities Act of 1933, as amended (the "Securities Act").

  (2) This amount reflects an aggregate of 3,569,436 shares of Common Stock
      which are issuable pursuant to options granted at a weighted average
      exercise price of $6.8932 per share under the following plans: the
      Einstein/Noah Bagel Corp. Amended and Restated 1995 Stock Option Plan (the
      "Plan") -- 3,556,482 shares; and the Einstein/Noah Bagel Corp. 1996 Stock
      Option Plan for Non-Employee Directors (the "Directors' Plan") -- 12,954
      shares.

  (3) This amount reflects an aggregate of 1,725,759 shares of Common Stock
      which are issuable under the following plans: the Plan -- 1,638,713
      shares; and the Directors' Plan -- 87,046 shares.

  (4) Estimated in accordance with Rule 457(h) solely for purposes of
      calculating the registration fee and based upon the average of the high
      and low sale prices of the Common Stock on the Nasdaq National Market on
      August 23, 1996, as reported in The Wall Street Journal  (Western
      Edition).

================================================================================
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.
     Not required to be included herewith.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
     Not required to be included herewith.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.

     This registration statement on Form S-8 relates to the registration of
shares of common stock of Einstein/Noah Bagel Corp. (the "Company"), $.01 par
value per share (the "Common Stock").

     The Company incorporates herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission:

            (1) The Company's Prospectus dated August 1, 1996 filed pursuant to
     Rule 424(b) under the Securities Act on August 5, 1996, as supplemented on
     August 6, 1996;

            (2) The Company's Quarterly Report on Form 10-Q for the quarter
     ended July 14, 1996; and

            (3) The description of the Company's Common Stock set forth under
     the caption "Description of Capital Stock" in the Company's Prospectus
     described in (1) above, which description is incorporated by reference in
     the Company's registration statement on Form 8-A filed on July 26, 1996,
     for the registration of the Common Stock under Section 12(g) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     including all amendments thereto.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement, including financial statements,
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
     Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
     Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees, and agents of the Company;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of directors,
officers, employees,

                                       2
<PAGE>
 
    and agents against liabilities whether or not in the circumstances such
    companies would have the power to indemnify against such liabilities under
    the provisions of the statute.

      The Company's Restated Certificate of Incorporation provides for
    indemnification of the Company's officers and directors to the fullest
    extent permitted by Section 145 of the Delaware General Corporation Law. The
    Company has obtained directors and officers insurance covering its executive
    officers and directors.

      The Company's Restated Certificate of Incorporation eliminates, to the
    fullest extent permitted by Delaware law, liability of a director to the
    Company or its stockholders for monetary damages for a breach of such
    director's fiduciary duty of care except for liability where a director (a)
    breaches his or her duty of loyalty to the Company or its stockholders, (b)
    fails to act in good faith or engages in intentional misconduct or knowing
    violation of law, (c) authorizes payment of an illegal dividend or stock
    repurchase, or (d) obtains an improper personal benefit. While liability for
    monetary damages has been eliminated, equitable remedies such as injunctive
    relief or rescission remain available. In addition, a director is not
    relieved of his or her responsibilities under any other law, including the
    federal securities laws.

      Insofar as indemnification by the Company for liabilities arising under
    the Securities Act, may be permitted to directors, officers, and controlling
    persons of the Company pursuant to the foregoing provisions, the Company has
    been advised that in the opinion of the Securities and Exchange Commission,
    such indemnification is against public policy as expressed in the Securities
    Act and is, therefore, unenforceable.

    ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
      Inapplicable

    ITEM 8.  EXHIBITS
      The exhibits to this registration statement are listed in the Exhibit
    Index which appears elsewhere herein and is hereby incorporated by
    reference.

    ITEM 9.  UNDERTAKINGS
      (a)  The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this registration statement:

           (i)    To include any prospectus required by Section 10(a)(3) of the
         Securities Act;

           (ii)   To reflect in the prospectus any facts or events arising after
         the effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

           (iii)  To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement;

    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
    the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed with or furnished to
    the Commission by the Company pursuant to Section 13 or 15(d) of the
    Exchange Act that are incorporated by reference in this registration
    statement.

         (2) That, for the purpose of determining any liability under the
    Securities Act, each such post-effective amendment shall be deemed to be a
    new registration statement relating to the securities offered therein, and
    the offering of such securities at that time shall be deemed to be the
    initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
    any of the securities being registered which remain unsold at the
    termination of the offering.

                                       3
<PAGE>
 
      (b) The Company hereby undertakes that, for purposes of determining any
    liability under the Securities Act, each filing of the Company's annual
    report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
    applicable, each filing of an employee benefit plan's annual report pursuant
    to Section 15(d) of the Exchange Act) that is incorporated by reference in
    the registration statement shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide
    offering thereof.

      (c)-(g)  Inapplicable.

      (h) Insofar as indemnification for liabilities arising under the
    Securities Act may be permitted to directors, officers, and controlling
    persons of the Company pursuant to the provisions described under Item 6
    above or otherwise, the Company has been advised that in the opinion of the
    Securities and Exchange Commission such indemnification is against public
    policy as expressed in the Securities Act and is, therefore, unenforceable.
    In the event that a claim for indemnification against such liabilities
    (other than the payment by the Company of expenses incurred or paid by a
    director, officer, or controlling person of the Company in the successful
    defense of any action, suit, or proceeding) is asserted by such director,
    officer, or controlling person in connection with the securities being
    registered, the Company will, unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Securities Act and will be
    governed by the final adjudication of such issue.

      (i)-(j)  Inapplicable.

                                       4
<PAGE>
 
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
    Company certifies that it has reasonable grounds to believe that it meets
    all of the requirements for filing on Form S-8 and has duly caused this
    registration statement, or amendment thereto, to be signed on its behalf by
    the undersigned, thereunto duly authorized, in the City of Golden, State of
    Colorado, on August 29, 1996.

                                      EINSTEIN/NOAH BAGEL CORP.


                                      By:  /s/ Mark R. Goldston
                                           -----------------------------------
                                           Mark R. Goldston
                                           President and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
    registration statement, or amendment thereto, has been signed by the
    following persons in the capacities indicated on August 29, 1996.

                SIGNATURE                               TITLE
                ---------                               -----


           /s/ Mark R. Goldston          President and Chief Executive Officer
      ------------------------------         (Principal Executive Officer)
             Mark R. Goldston


           /s/ W. Eric Carlborg        Senior Vice President--Finance (Principal
      ------------------------------       Financial and Accounting Officer)
             W. Eric Carlborg


                                                       Director
      ------------------------------
              Noah C. Alper


            /s/ Scott A. Beck                          Director
      ------------------------------
              Scott A. Beck


                                                       Director
      ------------------------------
              Kyle T. Craig


           /s/ M. Laird Koldyke                        Director
      ------------------------------
             M. Laird Koldyke


            /s/ Gail A. Lozoff                         Director
      ------------------------------
              Gail A. Lozoff


       /s/ John H. Muehlstein, Jr.                     Director
      ------------------------------
         John H. Muehlstein, Jr.


          /s/ John A. Offerdahl                        Director
      ------------------------------
            John A. Offerdahl


            /s/ Lloyd D. Ruth                          Director
      ------------------------------
              Lloyd D. Ruth


          /s/ David G. Stanchak                        Director
      ------------------------------
            David G. Stanchak

                                       5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16903}]
{"company-data": {"conformed-name": "EINSTEIN NOAH BAGEL CORP", "cik": "0001007184", "assigned-sic": "5812", "irs-number": "841294908", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11197", "film-number": "96624509"}, "business-address": {"street1": "1526 COLE BLVD STE 200", "city": "GOLDEN", "state": "CO", "zip": "80401", "phone": "3032029300"}, "former-company": {"former-conformed-name": "EINSTEIN BROS BAGELS INC", "date-changed": "19960403"}}
As filed with the Securities and Exchange Commission on August 30, 1996
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                           EINSTEIN/NOAH BAGEL CORP.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                     84-1294908
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)

                           14123 DENVER WEST PARKWAY
                                 P.O. BOX 4086
                            GOLDEN, COLORADO  80401
                                (303) 215-9300
             (Address of Registrant's Principal Executive Offices)
                               ------------------
                     EINSTEIN/NOAH BAGEL CORP. AMENDED AND
                        RESTATED 1995 STOCK OPTION PLAN
                                      AND
                EINSTEIN/NOAH BAGEL CORP. 1996 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                           (Full Title of the Plans)

         PAUL A. STRASEN                                     COPIES TO:
VICE PRESIDENT AND GENERAL COUNSEL                        KEVIN J. MCCARTHY
    EINSTEIN/NOAH BAGEL CORP.                             BELL, BOYD & LLOYD
    14123 DENVER WEST PARKWAY                           70 WEST MADISON STREET
     GOLDEN, COLORADO  80401                           CHICAGO, ILLINOIS  60602
        (303) 215-9300                                      (312) 372-1121
 
                     (Name, Address, and Telephone Number,
                   Including Area Code, of Agent For Service)
                               ------------------
                        CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED           PROPOSED
                                                  AMOUNT               MAXIMUM            MAXIMUM          AMOUNT OF
         TITLE OF EACH CLASS OF                    TO BE            OFFERING PRICE       AGGREGATE       REGISTRATION
      SECURITIES TO BE REGISTERED                REGISTERED            PER UNIT        OFFERING PRICE        FEE
=====================================================================================================================
Common Stock, par value $.01 per share    3,569,436 Shares (1)(2)    $ 6.8932     $   24,604,836.24        $ 8,484.42
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share    1,725,759 Shares (1)(3)    $26.8125 (4)    $46,271,913.19 (4)    $15,955.83
- ---------------------------------------------------------------------------------------------------------------------
(1) This registration statement also covers an indeterminate number of shares
      of Common Stock which may be issuable under the antidilution and other
      adjustment provisions of the respective plans pursuant to Rule 416(a) of
      the Securities Act of 1933, as amended (the "Securities Act").

  (2) This amount reflects an aggregate of 3,569,436 shares of Common Stock
      which are issuable pursuant to options granted at a weighted average
      exercise price of $6.8932 per share under the following plans: the
      Einstein/Noah Bagel Corp. Amended and Restated 1995 Stock Option Plan (the
      "Plan") -- 3,556,482 shares; and the Einstein/Noah Bagel Corp. 1996 Stock
      Option Plan for Non-Employee Directors (the "Directors' Plan") -- 12,954
      shares.

  (3) This amount reflects an aggregate of 1,725,759 shares of Common Stock
      which are issuable under the following plans: the Plan -- 1,638,713
      shares; and the Directors' Plan -- 87,046 shares.

  (4) Estimated in accordance with Rule 457(h) solely for purposes of
      calculating the registration fee and based upon the average of the high
      and low sale prices of the Common Stock on the Nasdaq National Market on
      August 23, 1996, as reported in The Wall Street Journal  (Western
      Edition).

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.
     Not required to be included herewith.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
     Not required to be included herewith.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.

     This registration statement on Form S-8 relates to the registration of
shares of common stock of Einstein/Noah Bagel Corp. (the "Company"), $.01 par
value per share (the "Common Stock").

     The Company incorporates herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission:

            (1) The Company's Prospectus dated August 1, 1996 filed pursuant to
     Rule 424(b) under the Securities Act on August 5, 1996, as supplemented on
     August 6, 1996;

            (2) The Company's Quarterly Report on Form 10-Q for the quarter
     ended July 14, 1996; and

            (3) The description of the Company's Common Stock set forth under
     the caption "Description of Capital Stock" in the Company's Prospectus
     described in (1) above, which description is incorporated by reference in
     the Company's registration statement on Form 8-A filed on July 26, 1996,
     for the registration of the Common Stock under Section 12(g) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     including all amendments thereto.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement, including financial statements,
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.
     Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
     Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees, and agents of the Company;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of directors,
officers, employees,

                                       2
and agents against liabilities whether or not in the circumstances such
    companies would have the power to indemnify against such liabilities under
    the provisions of the statute.

      The Company's Restated Certificate of Incorporation provides for
    indemnification of the Company's officers and directors to the fullest
    extent permitted by Section 145 of the Delaware General Corporation Law. The
    Company has obtained directors and officers insurance covering its executive
    officers and directors.

      The Company's Restated Certificate of Incorporation eliminates, to the
    fullest extent permitted by Delaware law, liability of a director to the
    Company or its stockholders for monetary damages for a breach of such
    director's fiduciary duty of care except for liability where a director (a)
    breaches his or her duty of loyalty to the Company or its stockholders, (b)
    fails to act in good faith or engages in intentional misconduct or knowing
    violation of law, (c) authorizes payment of an illegal dividend or stock
    repurchase, or (d) obtains an improper personal benefit. While liability for
    monetary damages has been eliminated, equitable remedies such as injunctive
    relief or rescission remain available. In addition, a director is not
    relieved of his or her responsibilities under any other law, including the
    federal securities laws.

      Insofar as indemnification by the Company for liabilities arising under
    the Securities Act, may be permitted to directors, officers, and controlling
    persons of the Company pursuant to the foregoing provisions, the Company has
    been advised that in the opinion of the Securities and Exchange Commission,
    such indemnification is against public policy as expressed in the Securities
    Act and is, therefore, unenforceable.

    ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
      Inapplicable

    ITEM 8.  EXHIBITS
      The exhibits to this registration statement are listed in the Exhibit
    Index which appears elsewhere herein and is hereby incorporated by
    reference.

    ITEM 9.  UNDERTAKINGS
      (a)  The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this registration statement:

           (i)    To include any prospectus required by Section 10(a)(3) of the
         Securities Act;

           (ii)   To reflect in the prospectus any facts or events arising after
         the effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

           (iii)  To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement;

    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
    the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed with or furnished to
    the Commission by the Company pursuant to Section 13 or 15(d) of the
    Exchange Act that are incorporated by reference in this registration
    statement.

         (2) That, for the purpose of determining any liability under the
    Securities Act, each such post-effective amendment shall be deemed to be a
    new registration statement relating to the securities offered therein, and
    the offering of such securities at that time shall be deemed to be the
    initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
    any of the securities being registered which remain unsold at the
    termination of the offering.

                                       3
(b) The Company hereby undertakes that, for purposes of determining any
    liability under the Securities Act, each filing of the Company's annual
    report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
    applicable, each filing of an employee benefit plan's annual report pursuant
    to Section 15(d) of the Exchange Act) that is incorporated by reference in
    the registration statement shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide
    offering thereof.

      (c)-(g)  Inapplicable.

      (h) Insofar as indemnification for liabilities arising under the
    Securities Act may be permitted to directors, officers, and controlling
    persons of the Company pursuant to the provisions described under Item 6
    above or otherwise, the Company has been advised that in the opinion of the
    Securities and Exchange Commission such indemnification is against public
    policy as expressed in the Securities Act and is, therefore, unenforceable.
    In the event that a claim for indemnification against such liabilities
    (other than the payment by the Company of expenses incurred or paid by a
    director, officer, or controlling person of the Company in the successful
    defense of any action, suit, or proceeding) is asserted by such director,
    officer, or controlling person in connection with the securities being
    registered, the Company will, unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Securities Act and will be
    governed by the final adjudication of such issue.

      (i)-(j)  Inapplicable.

                                       4
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
    Company certifies that it has reasonable grounds to believe that it meets
    all of the requirements for filing on Form S-8 and has duly caused this
    registration statement, or amendment thereto, to be signed on its behalf by
    the undersigned, thereunto duly authorized, in the City of Golden, State of
    Colorado, on August 29, 1996.

                                      EINSTEIN/NOAH BAGEL CORP.

                                      By:  /s/ Mark R. Goldston
                                           -----------------------------------
                                           Mark R. Goldston
                                           President and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
    registration statement, or amendment thereto, has been signed by the
    following persons in the capacities indicated on August 29, 1996.

                SIGNATURE                               TITLE
                ---------                               -----

           /s/ Mark R. Goldston          President and Chief Executive Officer
      ------------------------------         (Principal Executive Officer)
             Mark R. Goldston

           /s/ W. Eric Carlborg        Senior Vice President--Finance (Principal
      ------------------------------       Financial and Accounting Officer)
             W. Eric Carlborg

                                                       Director
      ------------------------------
              Noah C. Alper

            /s/ Scott A. Beck                          Director
      ------------------------------
              Scott A. Beck

                                                       Director
      ------------------------------
              Kyle T. Craig

           /s/ M. Laird Koldyke                        Director
      ------------------------------
             M. Laird Koldyke

            /s/ Gail A. Lozoff                         Director
      ------------------------------
              Gail A. Lozoff

       /s/ John H. Muehlstein, Jr.                     Director
      ------------------------------
         John H. Muehlstein, Jr.

          /s/ John A. Offerdahl                        Director
      ------------------------------
            John A. Offerdahl

            /s/ Lloyd D. Ruth                          Director
      ------------------------------
              Lloyd D. Ruth

          /s/ David G. Stanchak                        Director
      ------------------------------
            David G. Stanchak

                                       5