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) November 28, 2001
  --------------------------------------------------------------------------------
  
                          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.)
  
  
  
  
  
                               246 Industrial Way West
                            Eatontown, New Jersey 07724
  --------------------------------------------------------------------------------
                (Address of Principal Executive Offices) (Zip Code)
  
  
  
                                    (732)544-0155
  --------------------------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)
  
  
  
  --------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report.)
  
  
  
  <PAGE>
  
  
  ITEM 5.     OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
              Reference is made to the New World Restaurant Group, Inc. 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 delisting of the
  Company's Common Stock from the Nasdaq National Market.
  
  
  
  ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  Exhibit    Description
  -------    -----------
  
  99.1       Press Release issued November 28, 2001.
  
  
                                         2
  
  <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/ Jerold E. Novack
                                              ------------------------
                                              Name: Jerold E. Novack
                                              Title: Chief Financial Officer
  
  
  
  Date:  November 29, 2001
  
                                         3
  
  <PAGE>
  
                      1.
  
  
                                                                      Exhibit 99.1
  
       NEW WORLD  DELISTED  FROM  NASDAQ  NATIONAL  MARKET;  COMPANY  WILL  APPEAL
       DETERMINATION AND EXPLORE LISTING ON OTHER MARKETS
            2.
  
           EATONTOWN, NJ (11/28/01)--New World Restaurant Group, Inc. (NASDAQ:
  NWCI) today announced that its common stock has been delisted from the Nasdaq
  National Market, effective yesterday. The Company said that it is actively
  pursuing listing on other exchanges. In the interim, New World shares will trade
  on the "Pink Sheets" under the symbol NWCI. Further information regarding
  trading of securities on the "Pink Sheets" is available on the web at
  www.pinksheets.com.
  
           In its letter to New World, received after the close of trading on
  Monday, the Nasdaq Listings Qualifications Panel (the "Panel") cited both
  corporate governance violations and public interest concerns as separate and
  independent bases for its ultimate determination.
  
           As previously disclosed, New World received a Nasdaq Staff
  Determination on September 7, 2001 asserting violations of two rules and that
  its securities were subject to delisting from the Nasdaq National Market. New
  World appealed the Staff Determination at a hearing before the Panel on October
  18. The Panel, as subsequently disclosed, issued a ruling on October 30, 2001
  that cited three conditions for maintaining the Company's listing on the Nasdaq
  National Market, and provided the Company an extension to November 19 to attempt
  to satisfy them. New World timely appealed the October 30 ruling, while
  simultaneously endeavoring to satisfy the three conditions imposed by the Panel.
  The Company was not able to satisfy all of the requirements prior to the
  November 19 deadline and sought additional time to attempt to satisfy them, a
  request that the Panel denied.
  
           New World's management noted that it was disappointed by the Panel's
  decision, but confirmed that the action does not affect the Company's business
  operations or the already completed acquisition of Einstein/Noah. Management
  further noted that it will (a) continue its challenges to Monday's final
  determination by the Panel and actively pursue available avenues of appeal, and
  (b) it will continue to pursue a listing on an alternative exchange. The Company
  also noted that it intends to seek out market makers to apply to get its common
  stock listed on the OTC Bulletin Board pursuant to applicable SEC regulations.
  
           New World is a leading company in the 'quick casual' sandwich industry.
  The Company operates stores primarily under the Einstein Bros and Noah's New
  York Bagels brands and primarily franchises stores under the Manhattan Bagel and
  Chesapeake Bagel Bakery brands. As of October 2, 2001, the Company's retail
  system consisted of 494 company-owned stores and 294 franchised and licensed
  stores. The Company also operates three dough production facilities and one
  coffee roasting plant.
  
  
  
                                        *****
  
           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" 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
  
  
                                         4
  
  <PAGE>
  
  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:
  GENERAL MEDIA: At New World--Stacie Lange, (303) 568-8126
  FINANCIAL MEDIA/INVESTORS: Bill Parness, Parness & Associates, (732) 290-0121
  
  
                                         5
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e888378.txt", "secsgml_size_bytes": 7197}]
metadata_filer: {"company-data": {"conformed-name": "NEW WORLD RESTAURANT GROUP INC", "cik": "0000949373", "assigned-sic": "5812", "irs-number": "133690261", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27148", "film-number": "1802643"}, "business-address": {"street1": "246 INDUSTRIAL WAY WEST", "street2": "C/O NEW WORLD HOLDINGS", "city": "EATONTOWN", "state": "NJ", "zip": "07724", "phone": "7325440155"}, "mail-address": {"street1": "246 INDUSTRIAL WAY WEST", "street2": "C/O NEW WORLD HOLDINGS", "city": "EATONTOWN", "state": "NJ", "zip": "07724"}, "former-company": [{"former-conformed-name": "NEW WORLD COFFEE & BAGELS INC /", "date-changed": "19981007"}, {"former-conformed-name": "NEW WORLD COFFEE INC", "date-changed": "19950815"}, {"former-conformed-name": "NEW WORLD COFFEE MANHATTAN BAGEL INC", "date-changed": "19990413"}]}
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) November 28, 2001
  --------------------------------------------------------------------------------
  
                          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.)
  
                               246 Industrial Way West
                            Eatontown, New Jersey 07724
  --------------------------------------------------------------------------------
                (Address of Principal Executive Offices) (Zip Code)
  
                                    (732)544-0155
  --------------------------------------------------------------------------------
                (Registrant's Telephone Number, Including Area Code)
  
  --------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report.)
  ITEM 5.     OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
              Reference is made to the New World Restaurant Group, Inc. 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 delisting of the
  Company's Common Stock from the Nasdaq National Market.
  
  ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  Exhibit    Description
  -------    -----------
  
  99.1       Press Release issued November 28, 2001.
  
                                         2
  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/ Jerold E. Novack
                                              ------------------------
                                              Name: Jerold E. Novack
                                              Title: Chief Financial Officer
  
  Date:  November 29, 2001
  
                                         3
  1.
  
                                                                      Exhibit 99.1
  
       NEW WORLD  DELISTED  FROM  NASDAQ  NATIONAL  MARKET;  COMPANY  WILL  APPEAL
       DETERMINATION AND EXPLORE LISTING ON OTHER MARKETS
            2.
  
           EATONTOWN, NJ (11/28/01)--New World Restaurant Group, Inc. (NASDAQ:
  NWCI) today announced that its common stock has been delisted from the Nasdaq
  National Market, effective yesterday. The Company said that it is actively
  pursuing listing on other exchanges. In the interim, New World shares will trade
  on the "Pink Sheets" under the symbol NWCI. Further information regarding
  trading of securities on the "Pink Sheets" is available on the web at
  www.pinksheets.com.
  
           In its letter to New World, received after the close of trading on
  Monday, the Nasdaq Listings Qualifications Panel (the "Panel") cited both
  corporate governance violations and public interest concerns as separate and
  independent bases for its ultimate determination.
  
           As previously disclosed, New World received a Nasdaq Staff
  Determination on September 7, 2001 asserting violations of two rules and that
  its securities were subject to delisting from the Nasdaq National Market. New
  World appealed the Staff Determination at a hearing before the Panel on October
  18. The Panel, as subsequently disclosed, issued a ruling on October 30, 2001
  that cited three conditions for maintaining the Company's listing on the Nasdaq
  National Market, and provided the Company an extension to November 19 to attempt
  to satisfy them. New World timely appealed the October 30 ruling, while
  simultaneously endeavoring to satisfy the three conditions imposed by the Panel.
  The Company was not able to satisfy all of the requirements prior to the
  November 19 deadline and sought additional time to attempt to satisfy them, a
  request that the Panel denied.
  
           New World's management noted that it was disappointed by the Panel's
  decision, but confirmed that the action does not affect the Company's business
  operations or the already completed acquisition of Einstein/Noah. Management
  further noted that it will (a) continue its challenges to Monday's final
  determination by the Panel and actively pursue available avenues of appeal, and
  (b) it will continue to pursue a listing on an alternative exchange. The Company
  also noted that it intends to seek out market makers to apply to get its common
  stock listed on the OTC Bulletin Board pursuant to applicable SEC regulations.
  
           New World is a leading company in the 'quick casual' sandwich industry.
  The Company operates stores primarily under the Einstein Bros and Noah's New
  York Bagels brands and primarily franchises stores under the Manhattan Bagel and
  Chesapeake Bagel Bakery brands. As of October 2, 2001, the Company's retail
  system consisted of 494 company-owned stores and 294 franchised and licensed
  stores. The Company also operates three dough production facilities and one
  coffee roasting plant.
  
                                        *****
  
           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" 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
  
                                         4
  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:
  GENERAL MEDIA: At New World--Stacie Lange, (303) 568-8126
  FINANCIAL MEDIA/INVESTORS: Bill Parness, Parness & Associates, (732) 290-0121
  
                                         5