content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
  
  
          Date of Report (Date of Earliest Event Reported) October 2, 2003
  
  
  
                          New World Restaurant Group, Inc.
  --------------------------------------------------------------------------------
                      (Exact Name of Registrant as Specified in its Charter)
  
  
  
  Delaware                             0-27148                          13-3690261
  --------------------------------------------------------------------------------
  (State or Other                    (Commission                  (I.R.S. Employer
  Jurisdiction of                    File Number)                   Identification
  Incorporation)                                                              No.)
  
  
  
  
                                 1687 Cole Boulevard
                               Golden, Colorado 80401
  --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
  
                                   (303) 568-8000
  --------------------------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)
  
  
  
  --------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report.)
  
  
  
                                         1
  
  <PAGE>
  
  
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
           Reference  is  made  to the  New  World  Restaurant  Group,  Inc.  (the
  "Company")  press release  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
  completion of the Company's equity restructuring, the election of new directors,
  a reverse stock split and the changes in management referred to therein.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  EXHIBIT  DESCRIPTION
  
  99.1     Press Release issued October 2, 2003.
  
  
  <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 hereunto duly authorized.
  
                                         NEW WORLD RESTAURANT GROUP, INC.
  
  
  
  
                                         BY:     /s/ PAUL J.B. MURPHY III
                                               ------------------------------
                                               Name:  Paul J.B. Murphy III
                                               Title:  Chief Executive Officer
  
  
  
  Date:  October 2, 2003
  
  
  <PAGE>
  
  
                                                                      Exhibit 99.1
  
  
  
                    NEW WORLD COMPLETES EQUITY RESTRUCTURING AND
  
                           ANNOUNCES NEW CEO, COO AND CFO
  
      RESTRUCTURING TO BE FOLLOWED BY REVERSE SPLIT; TWO NEW DIRECTORS ELECTED
  
          GOLDEN, Colo. (10/2/03)--New World Restaurant Group, Inc. (Pink Sheets:
  NWCI.PK) announced today that it had completed its previously announced equity
  restructuring and that it has named a new executive management team. The board
  of directors has named Paul J.B. Murphy, III, 47, as CEO, Director and acting
  Chairman; Susan Daggett, 41, as COO; and Richard P. Dutkiewicz, 48, as CFO.
  
           Mr. Murphy, who previously served as COO, fills the positions held by
  Anthony Wedo, 43, who resigned from his positions as Chairman, CEO and Director.
  Ms. Daggett previously served as Chief Supply Officer. Mr. Dutkiewicz was hired
  as CFO, a position that has been unfilled since October 2002.
  
           "I am excited about the prospect of leading the company into a future
  of strategic growth and value creation driven by the great people associated
  with these fantastic brands," said Mr. Murphy. "I would also like to welcome
  Rick Dutkiewicz to our company, and congratulate Susan Daggett on her new role.
  Together, they bring strong experience and enthusiasm to our executive team. I
  would personally like to thank Tony for his service and leadership over the last
  two years. His knowledge of the restaurant industry and turnaround skills were
  essential in getting us to where we are today. He will be greatly missed."
  
           Mr. Murphy, CEO, served as COO since June 2002, and was responsible for
  day-to-day operations of all company-owned, franchised and licensed stores
  across New World's six brands. He joined Einstein/Noah in December 1997 as
  Senior V.P., Operations, was promoted to Executive V.P. in March 1998 and
  continued in that position following New World's acquisition of the assets of
  Einstein/Noah in June 2001. His prior experience in the quick casual restaurant
  arena includes serving as COO with an Einstein/Noah area developer and as
  Director of Operations for R&A Foods, LLC, a Boston Chicken area developer. Mr.
  Murphy also spent 11 years in operations with S&A Restaurants, the owner and
  operator of Steak & Ale and Bennigans Restaurants. He holds a BA degree from
  Washington and Lee University.
  
           Ms. Daggett, COO, served as Chief Supply Officer since May 2002, where
  she had complete responsibility for the manufacturing, distribution and supply
  functions across all the New World brands. Ms. Daggett joined Einstein/Noah in
  1995 and held several executive positions in finance and operations. Earlier in
  her career, Ms. Daggett served as Director, Financial Planning & Reporting at
  Arby's Inc., and as Director, Financial Planning & Analysis with Burger King.
  She began her career at Ernst & Whinney (now Ernst & Young) after graduating
  from the University of Northern Iowa with a BA degree in Business
  Administration.
  
  
  <PAGE>
  
           Mr. Dutkiewicz, CFO, has over 25 years of experience in finance and
  accounting. He served as CFO for Vari-L Company, Inc., a publicly traded
  telecommunications component supplier, and Coleman Natural Products, Inc., a
  leading supplier of natural beef. Throughout his career, Mr. Dutkiewicz held
  senior accounting positions with Tetrad Corporation, MicroLithics Corporation,
  United Technologies, and KPMG. Since May of 2003, he was Vice President of
  Information Technology for Sirenza Microdevices, which was acquired by Vari-L.
  Mr. Dutkiewicz received a BBA degree from Loyola University of Chicago in 1977.
  
           The equity restructuring agreement entered into on June 26 with holders
  of Series F preferred stock was approved by shareholders at the company's annual
  meeting last week. The equity restructuring is effective as of September 30,
  successfully concluding a year-long effort to rationalize the company's capital
  structure.
  
           "The completion of our equity restructuring goes a long way towards
  leveling our competitive playing field," said Mr. Murphy. "Completion of the
  equity restructuring agreement stabilizes our capital structure and allows
  management to move forward and focus on its plans to strengthen and build upon
  the company's solid core business."
  
           At New World's annual meeting last week, shareholders also elected two
  new directors and approved seven other proposals, including authorizing an
  increase in the number of shares of common stock from 150 million to 1.5 billion
  and a 1.6610444-for-one forward stock split needed to effect the equity
  restructuring, as detailed in the equity restructuring agreement.
  
           Shareholders also approved a one-for-100 reverse stock split, which
  became effective immediately following implementation of the forward stock split
  and consummation of the transactions contemplated by the equity restructuring
  agreement. Further, a proposal to reduce the number of authorized shares from
  1.5 billion to 15.0 million following the reverse stock split also was approved.
  Reducing the number of shares of common stock outstanding should raise the per
  share price and, consequently, improve the trading liquidity of the common
  stock.
  
           Immediately following the completion of the equity restructuring, New
  World had 984,182,839 shares of common stock, no shares of Series F preferred
  stock, 57,000 shares of Series Z preferred stock, and 105,925,675 shares of
  common stock reserved for issuance pursuant to outstanding options and warrants.
  Upon completion of the 1:100 reverse stock split, the company had 9,841,828
  outstanding shares of common stock and 1,059,257 shares of common stock reserved
  for issuance pursuant to outstanding options and warrants. Taking into account
  both the forward and reverse stock splits, shareholders now have 1 share of
  common stock for every 60.20309 shares previously held.
  
           The shareholders elected Lawrence Gelfond, 61, a director of the
  Financial Advisory and Dispute Resolution Division of Gelfond Hochstadt
  Pangburn, P.C.; and Mark Kline, 51, president and CEO of Madison Development
  Group, LLC, a real estate development company, to the New World board of
  directors. As a result, New World's board has increased in size from three
  directors to five directors.
  
  
  <PAGE>
  
           With the successful completion of the equity restructuring, New
  York-based investment firm Greenlight Capital beneficially owns approximately 92
  percent of the company's outstanding common stock.
  
           Josh Clark, of Greenlight Capital and a Director of New World, said on
  behalf of the Board, "We would like to thank Tony for his extraordinary efforts
  in bringing the company through a critical time. His leadership was essential in
  allowing us to complete the equity restructuring, and we wish him well in his
  future endeavors."
  
           "I am pleased to have led New World through a difficult time in its
  history. I am proud of the many accomplishments we have had over the last two
  years including the successful integration of the New World and Einstein
  companies, an operational turnaround and the financial restructuring. I am now
  confident that the company is poised to resume growth and increase shareholder
  value," said Mr. Wedo. "Further, I would like to congratulate Paul, Susan and
  Rick on their appointments and wish them well."
  
           Additionally, at the annual meeting, the appointment of Grant Thornton
  LLP as independent auditors was approved for the fiscal year ending December 30,
  2003. Shareholders also approved proposals to eliminate the company's classified
  board of directors and to permit shareholder action by written consent of
  holders of at least 80% of the company's outstanding common stock.
  
           New World is a leading company in the quick casual sandwich industry,
  the fastest growing restaurant segment. The company operates locations primarily
  under the Einstein Bros. and Noah's New York Bagels brands and primarily
  franchises locations under the Manhattan Bagel and Chesapeake Bagel Bakery
  brands. As of July 1, 2003, the company's retail system consisted of 462
  company-operated locations, as well as 249 franchised, and 28 licensed locations
  in 33 states. The company also operates dough production and coffee roasting
  facilities.
  
                                        *****
  
           Certain statements in this press release constitute forward-looking
  statements or statements which may be deemed or construed to be forward-looking
  statements within the meaning of the Private Securities Litigation Reform Act of
  1995. The words "forecast," "estimate," "project," "intend," "expect," "should,"
  "would," "believe" and similar expressions and all statements which are not
  historical facts are intended to identify forward-looking statements. These
  forward-looking statements involve and are subject to known and unknown risks,
  uncertainties and other factors which could cause the company's actual results,
  performance (financial or operating), or achievements to differ from the future
  results, performance (financial or operating), or achievements expressed or
  implied by such forward-looking statements. The above factors are more fully
  discussed in the company's SEC filings.
  
           CONTACTS: Steven Bruce / Ed Rowley, The Abernathy MacGregor Group,
  212.371.5999
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text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
          Date of Report (Date of Earliest Event Reported) October 2, 2003
  
                          New World Restaurant Group, Inc.
  --------------------------------------------------------------------------------
                      (Exact Name of Registrant as Specified in its Charter)
  
  Delaware                             0-27148                          13-3690261
  --------------------------------------------------------------------------------
  (State or Other                    (Commission                  (I.R.S. Employer
  Jurisdiction of                    File Number)                   Identification
  Incorporation)                                                              No.)
  
                                 1687 Cole Boulevard
                               Golden, Colorado 80401
  --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (303) 568-8000
  --------------------------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)
  
  --------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report.)
  
                                         1
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
           Reference  is  made  to the  New  World  Restaurant  Group,  Inc.  (the
  "Company")  press release  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
  completion of the Company's equity restructuring, the election of new directors,
  a reverse stock split and the changes in management referred to therein.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  EXHIBIT  DESCRIPTION
  
  99.1     Press Release issued October 2, 2003.
  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 hereunto duly authorized.
  
                                         NEW WORLD RESTAURANT GROUP, INC.
  
                                         BY:     /s/ PAUL J.B. MURPHY III
                                               ------------------------------
                                               Name:  Paul J.B. Murphy III
                                               Title:  Chief Executive Officer
  
  Date:  October 2, 2003
  Exhibit 99.1
  
                    NEW WORLD COMPLETES EQUITY RESTRUCTURING AND
  
                           ANNOUNCES NEW CEO, COO AND CFO
  
      RESTRUCTURING TO BE FOLLOWED BY REVERSE SPLIT; TWO NEW DIRECTORS ELECTED
  
          GOLDEN, Colo. (10/2/03)--New World Restaurant Group, Inc. (Pink Sheets:
  NWCI.PK) announced today that it had completed its previously announced equity
  restructuring and that it has named a new executive management team. The board
  of directors has named Paul J.B. Murphy, III, 47, as CEO, Director and acting
  Chairman; Susan Daggett, 41, as COO; and Richard P. Dutkiewicz, 48, as CFO.
  
           Mr. Murphy, who previously served as COO, fills the positions held by
  Anthony Wedo, 43, who resigned from his positions as Chairman, CEO and Director.
  Ms. Daggett previously served as Chief Supply Officer. Mr. Dutkiewicz was hired
  as CFO, a position that has been unfilled since October 2002.
  
           "I am excited about the prospect of leading the company into a future
  of strategic growth and value creation driven by the great people associated
  with these fantastic brands," said Mr. Murphy. "I would also like to welcome
  Rick Dutkiewicz to our company, and congratulate Susan Daggett on her new role.
  Together, they bring strong experience and enthusiasm to our executive team. I
  would personally like to thank Tony for his service and leadership over the last
  two years. His knowledge of the restaurant industry and turnaround skills were
  essential in getting us to where we are today. He will be greatly missed."
  
           Mr. Murphy, CEO, served as COO since June 2002, and was responsible for
  day-to-day operations of all company-owned, franchised and licensed stores
  across New World's six brands. He joined Einstein/Noah in December 1997 as
  Senior V.P., Operations, was promoted to Executive V.P. in March 1998 and
  continued in that position following New World's acquisition of the assets of
  Einstein/Noah in June 2001. His prior experience in the quick casual restaurant
  arena includes serving as COO with an Einstein/Noah area developer and as
  Director of Operations for R&A Foods, LLC, a Boston Chicken area developer. Mr.
  Murphy also spent 11 years in operations with S&A Restaurants, the owner and
  operator of Steak & Ale and Bennigans Restaurants. He holds a BA degree from
  Washington and Lee University.
  
           Ms. Daggett, COO, served as Chief Supply Officer since May 2002, where
  she had complete responsibility for the manufacturing, distribution and supply
  functions across all the New World brands. Ms. Daggett joined Einstein/Noah in
  1995 and held several executive positions in finance and operations. Earlier in
  her career, Ms. Daggett served as Director, Financial Planning & Reporting at
  Arby's Inc., and as Director, Financial Planning & Analysis with Burger King.
  She began her career at Ernst & Whinney (now Ernst & Young) after graduating
  from the University of Northern Iowa with a BA degree in Business
  Administration.
  Mr. Dutkiewicz, CFO, has over 25 years of experience in finance and
  accounting. He served as CFO for Vari-L Company, Inc., a publicly traded
  telecommunications component supplier, and Coleman Natural Products, Inc., a
  leading supplier of natural beef. Throughout his career, Mr. Dutkiewicz held
  senior accounting positions with Tetrad Corporation, MicroLithics Corporation,
  United Technologies, and KPMG. Since May of 2003, he was Vice President of
  Information Technology for Sirenza Microdevices, which was acquired by Vari-L.
  Mr. Dutkiewicz received a BBA degree from Loyola University of Chicago in 1977.
  
           The equity restructuring agreement entered into on June 26 with holders
  of Series F preferred stock was approved by shareholders at the company's annual
  meeting last week. The equity restructuring is effective as of September 30,
  successfully concluding a year-long effort to rationalize the company's capital
  structure.
  
           "The completion of our equity restructuring goes a long way towards
  leveling our competitive playing field," said Mr. Murphy. "Completion of the
  equity restructuring agreement stabilizes our capital structure and allows
  management to move forward and focus on its plans to strengthen and build upon
  the company's solid core business."
  
           At New World's annual meeting last week, shareholders also elected two
  new directors and approved seven other proposals, including authorizing an
  increase in the number of shares of common stock from 150 million to 1.5 billion
  and a 1.6610444-for-one forward stock split needed to effect the equity
  restructuring, as detailed in the equity restructuring agreement.
  
           Shareholders also approved a one-for-100 reverse stock split, which
  became effective immediately following implementation of the forward stock split
  and consummation of the transactions contemplated by the equity restructuring
  agreement. Further, a proposal to reduce the number of authorized shares from
  1.5 billion to 15.0 million following the reverse stock split also was approved.
  Reducing the number of shares of common stock outstanding should raise the per
  share price and, consequently, improve the trading liquidity of the common
  stock.
  
           Immediately following the completion of the equity restructuring, New
  World had 984,182,839 shares of common stock, no shares of Series F preferred
  stock, 57,000 shares of Series Z preferred stock, and 105,925,675 shares of
  common stock reserved for issuance pursuant to outstanding options and warrants.
  Upon completion of the 1:100 reverse stock split, the company had 9,841,828
  outstanding shares of common stock and 1,059,257 shares of common stock reserved
  for issuance pursuant to outstanding options and warrants. Taking into account
  both the forward and reverse stock splits, shareholders now have 1 share of
  common stock for every 60.20309 shares previously held.
  
           The shareholders elected Lawrence Gelfond, 61, a director of the
  Financial Advisory and Dispute Resolution Division of Gelfond Hochstadt
  Pangburn, P.C.; and Mark Kline, 51, president and CEO of Madison Development
  Group, LLC, a real estate development company, to the New World board of
  directors. As a result, New World's board has increased in size from three
  directors to five directors.
  With the successful completion of the equity restructuring, New
  York-based investment firm Greenlight Capital beneficially owns approximately 92
  percent of the company's outstanding common stock.
  
           Josh Clark, of Greenlight Capital and a Director of New World, said on
  behalf of the Board, "We would like to thank Tony for his extraordinary efforts
  in bringing the company through a critical time. His leadership was essential in
  allowing us to complete the equity restructuring, and we wish him well in his
  future endeavors."
  
           "I am pleased to have led New World through a difficult time in its
  history. I am proud of the many accomplishments we have had over the last two
  years including the successful integration of the New World and Einstein
  companies, an operational turnaround and the financial restructuring. I am now
  confident that the company is poised to resume growth and increase shareholder
  value," said Mr. Wedo. "Further, I would like to congratulate Paul, Susan and
  Rick on their appointments and wish them well."
  
           Additionally, at the annual meeting, the appointment of Grant Thornton
  LLP as independent auditors was approved for the fiscal year ending December 30,
  2003. Shareholders also approved proposals to eliminate the company's classified
  board of directors and to permit shareholder action by written consent of
  holders of at least 80% of the company's outstanding common stock.
  
           New World is a leading company in the quick casual sandwich industry,
  the fastest growing restaurant segment. The company operates locations primarily
  under the Einstein Bros. and Noah's New York Bagels brands and primarily
  franchises locations under the Manhattan Bagel and Chesapeake Bagel Bakery
  brands. As of July 1, 2003, the company's retail system consisted of 462
  company-operated locations, as well as 249 franchised, and 28 licensed locations
  in 33 states. The company also operates dough production and coffee roasting
  facilities.
  
                                        *****
  
           Certain statements in this press release constitute forward-looking
  statements or statements which may be deemed or construed to be forward-looking
  statements within the meaning of the Private Securities Litigation Reform Act of
  1995. The words "forecast," "estimate," "project," "intend," "expect," "should,"
  "would," "believe" and similar expressions and all statements which are not
  historical facts are intended to identify forward-looking statements. These
  forward-looking statements involve and are subject to known and unknown risks,
  uncertainties and other factors which could cause the company's actual results,
  performance (financial or operating), or achievements to differ from the future
  results, performance (financial or operating), or achievements expressed or
  implied by such forward-looking statements. The above factors are more fully
  discussed in the company's SEC filings.
  
           CONTACTS: Steven Bruce / Ed Rowley, The Abernathy MacGregor Group,
  212.371.5999