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 29, 1997


                           EINSTEIN/NOAH BAGEL CORP
               Exact Name of registrant specified in its charter


             Delaware                  0-21097                84-1294908
          (State or other          (Commission File       (IRS Employer
           Jurisdiction of           Number)                Identification No.)
           Incorporation)


                           14123 DENVER WEST PARKWAY
                            GOLDEN, CO  80401-4086

                    Address of principal executive offices
                Registrant's telephone number:  (303) 215-9300



          ITEM 5.   OTHER EVENTS

          BANK COMMITMENT LETTER.

                    On October 29, 1997, Einstein/Noah Bagel Corp.
          (the "Company"),  signed a commitment letter with respect
          to new term and revolving credit facilities (the "New
          Credit Facilities") with Bank of America National Trust
          and Savings Association, LaSalle National Bank and
          General Electric Capital Corporation (collectively, the
          "Lenders").  The New Credit Facilities consist of a $30
          million secured term loan facility (the "Term Loan") and
          a $40 million secured revolving credit facility (the
          "Revolving Credit Facility").  The New Credit Facilities
          are subject to the negotiation of definitive
          documentation and certain other customary conditions.  

          ACQUISITION OF CONTROL OF AREA DEVELOPERS

                    In addition, the Company announced that its
          Board of Directors has recommended that the Company
          acquire a majority interest in its five area developers,
          Colonial Bagels, L.P., Great Lakes Bagels, L.P.,
          Gulfstream Bagels, L.P., Noah's Pacific, L.L.C. and
          Sunbelt Bagels, L.L.C. (the "Area Developers"),  and has
          appointed a special committee in connection with such
          proposed acquisition.  Among other things, the committee
          will consider a proposal by the Company's management to
          convert the secured loans made by the Company to the Area
          Developers into majority ownership of each Area Developer
          (the "Conversion") and to merge the Area Developers into
          a single entity (the "Area Developer Merger").   The
          proposed Conversion would result in the Company owning
          approximately 75% of the outstanding equity in each of
          its Area Developers with the remaining equity interest
          continuing to be owned by area developer management and
          other private investors.  If the Conversion is completed,
          the Company will consolidate the Area Developers'
          operations in its financial statements.  In such a
          consolidation, store sales and profits, and Area
          Developer overhead would be reflected on the Company's
          financial statements.

                    If the proposed Conversion is completed, the
          Company would expect to report positive cash flow after
          overhead in 1998, but depreciation and goodwill
          amortization associated with the proposed Conversion are
          expected to result in net losses for the year.

                    The Conversion and the Area Developer Merger
          would be subject to various approvals, including approval
          of the Conversion and determination of the terms thereof
          by the special committee and approval of the Conversion,
          the Area Developer Merger and certain related matters by
          equity owners of the Area Developers.  If approved, the
          Company expects that the Conversion would be completed
          before the end of the year.

          FORWARD LOOKING STATEMENTS

                    Certain statements in this Current Report on
          Form 8-K constitute "forward-looking statements" and
          involve known and unknown risks, uncertainties, and other
          factors which may cause the actual results, performance
          or achievements of the Company, its area developers,
          Einstein Bros. Bagels stores and Noah's New York Bagels
          stores to be materially different from any performance or
          achievements expressed or implied by such forward-looking
          statements.  Such factors include, among others, the
          following:  competition; success of operating
          initiatives; development and operating costs; achievement
          of development schedules; advertising and promotional
          efforts; brand awareness; adverse publicity; acceptance
          of new product offerings; availability, locations and
          terms of sites for store development; changes in business
          strategy or development plans; availability and terms of
          capital; food, labor and employee benefit costs; changes
          in government regulation; regional weather conditions;
          and other factors referenced in the Company's filings
          with the Securities and Exchange Commission.  All
          forward-looking statements relating to the proposed
          transactions with the Company's Area Developers are
          subject to, among other things, various board, special
          committee, regulatory and other approvals, and
          negotiation of definitive agreements on acceptable terms.




                                  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.

                                        Einstein/Noah Bagel Corp.
                                              (Registrant)

                                        By:  /s/ Paul A. Strasen    
                                             ------------------------
                                        Name:  Paul A. Strasen      
                                        Title:  Senior Vice President

          Date:  October 30, 1997
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{"company-data": {"conformed-name": "EINSTEIN NOAH BAGEL CORP", "cik": "0001007184", "assigned-sic": "5812", "irs-number": "841294908", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21097", "film-number": "97703484"}, "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"}}
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 29, 1997

                           EINSTEIN/NOAH BAGEL CORP
               Exact Name of registrant specified in its charter

             Delaware                  0-21097                84-1294908
          (State or other          (Commission File       (IRS Employer
           Jurisdiction of           Number)                Identification No.)
           Incorporation)

                           14123 DENVER WEST PARKWAY
                            GOLDEN, CO  80401-4086

                    Address of principal executive offices
                Registrant's telephone number:  (303) 215-9300

          ITEM 5.   OTHER EVENTS

          BANK COMMITMENT LETTER.

                    On October 29, 1997, Einstein/Noah Bagel Corp.
          (the "Company"),  signed a commitment letter with respect
          to new term and revolving credit facilities (the "New
          Credit Facilities") with Bank of America National Trust
          and Savings Association, LaSalle National Bank and
          General Electric Capital Corporation (collectively, the
          "Lenders").  The New Credit Facilities consist of a $30
          million secured term loan facility (the "Term Loan") and
          a $40 million secured revolving credit facility (the
          "Revolving Credit Facility").  The New Credit Facilities
          are subject to the negotiation of definitive
          documentation and certain other customary conditions.  

          ACQUISITION OF CONTROL OF AREA DEVELOPERS

                    In addition, the Company announced that its
          Board of Directors has recommended that the Company
          acquire a majority interest in its five area developers,
          Colonial Bagels, L.P., Great Lakes Bagels, L.P.,
          Gulfstream Bagels, L.P., Noah's Pacific, L.L.C. and
          Sunbelt Bagels, L.L.C. (the "Area Developers"),  and has
          appointed a special committee in connection with such
          proposed acquisition.  Among other things, the committee
          will consider a proposal by the Company's management to
          convert the secured loans made by the Company to the Area
          Developers into majority ownership of each Area Developer
          (the "Conversion") and to merge the Area Developers into
          a single entity (the "Area Developer Merger").   The
          proposed Conversion would result in the Company owning
          approximately 75% of the outstanding equity in each of
          its Area Developers with the remaining equity interest
          continuing to be owned by area developer management and
          other private investors.  If the Conversion is completed,
          the Company will consolidate the Area Developers'
          operations in its financial statements.  In such a
          consolidation, store sales and profits, and Area
          Developer overhead would be reflected on the Company's
          financial statements.

                    If the proposed Conversion is completed, the
          Company would expect to report positive cash flow after
          overhead in 1998, but depreciation and goodwill
          amortization associated with the proposed Conversion are
          expected to result in net losses for the year.

                    The Conversion and the Area Developer Merger
          would be subject to various approvals, including approval
          of the Conversion and determination of the terms thereof
          by the special committee and approval of the Conversion,
          the Area Developer Merger and certain related matters by
          equity owners of the Area Developers.  If approved, the
          Company expects that the Conversion would be completed
          before the end of the year.

          FORWARD LOOKING STATEMENTS

                    Certain statements in this Current Report on
          Form 8-K constitute "forward-looking statements" and
          involve known and unknown risks, uncertainties, and other
          factors which may cause the actual results, performance
          or achievements of the Company, its area developers,
          Einstein Bros. Bagels stores and Noah's New York Bagels
          stores to be materially different from any performance or
          achievements expressed or implied by such forward-looking
          statements.  Such factors include, among others, the
          following:  competition; success of operating
          initiatives; development and operating costs; achievement
          of development schedules; advertising and promotional
          efforts; brand awareness; adverse publicity; acceptance
          of new product offerings; availability, locations and
          terms of sites for store development; changes in business
          strategy or development plans; availability and terms of
          capital; food, labor and employee benefit costs; changes
          in government regulation; regional weather conditions;
          and other factors referenced in the Company's filings
          with the Securities and Exchange Commission.  All
          forward-looking statements relating to the proposed
          transactions with the Company's Area Developers are
          subject to, among other things, various board, special
          committee, regulatory and other approvals, and
          negotiation of definitive agreements on acceptable terms.

                                  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.

                                        Einstein/Noah Bagel Corp.
                                              (Registrant)

                                        By:  /s/ Paul A. Strasen    
                                             ------------------------
                                        Name:  Paul A. Strasen      
                                        Title:  Senior Vice President

          Date:  October 30, 1997