As filed with the Securities and Exchange Commission on March 29, 2006
                                                     Registration No. 333-

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                                   Cosi, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                               06-1393745
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
      Incorporation or Organization)

                        1751 Lake Cook Road, 6th Floor
                          Deerfield, Illinois 60015

                                 (847) 597-8800
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan
                            (Full Title of the Plan)

                                 Kevin Armstrong
                             Chief Executive Officer
                                   Cosi, Inc.
                         1751 Lake Cook Road, 6th Floor
                            Deerfield, Illinois 60015
                                 (847) 597-8800
            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent For Service)

                                  Copies to:
                            Dennis J. Block, Esq.
                         William P. Mills, III, Esq.
                      Cadwalader, Wickersham & Taft LLP
                          One World Financial Center
                           New York, New York 10281
                                (212) 504-6000

                               ------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
      Title of Each Class of Securities   Amount to be    Proposed Maximum Offering        Proposed Maximum            Amount of
              to be Registered            Registered(1)        Price Per Unit         Aggregate Offering Price(3)   Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>                         <C>                           <C>
Common Stock, par value $0.01 per share   2,795,000(2)           $9.72(3)                  $27,167,400(3)              $2,906.91
Common Stock, par value $0.01 per share     905,000(4)           $9.72(5)                   $8,796,600(5)                $941.24
Total                                     3,700,000                                        $35,964,000                 $3,848.15
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)   Plus such indeterminate number of shares pursuant to Rule 416 as may be
      issued in respect of stock splits, stock dividends and similar
      transactions.
(2)   Represents the registration of an aggregate of 2,795,000 shares of common
      stock of Cosi, Inc. that will be issued or will be issuable upon exercise
      of

<PAGE>

      options reserved for grant under the Cosi, Inc. 2005 Omnibus Long-Term
      Incentive Plan.
(3)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
      as amended, based on the average of the high and low sales prices of the
      common stock ($9.72) on the Nasdaq National Market on March 27, 2006.
(4)   Represents the registration of 905,000 shares of common stock of Cosi,
      Inc. granted under the Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan.
(5)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
      as amended, based on the average of the high and low sales prices of the
      common stock ($9.72) on the Nasdaq National Market on March 27, 2006.


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<PAGE>

                                EXPLANATORY NOTE

      Cosi, Inc. (the "Company") has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), to register (i) issuances of 905,000 shares
of restricted common stock, par value $0.01 per share ("Common Stock"),
previously issued under the Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan
(the "Omnibus Plan") (ii) future issuances of up to 2,795,000 shares of common
stock in the event of awards under the Omnibus Plan. The Omnibus Plan replaces
the Amended and Restated Cosi, Inc. Stock Incentive Plan (the "Incentive Plan").
No further grants will be made under the Incentive Plan.

      This Registration Statement also includes a reoffer prospectus prepared in
accordance with General Instruction C of Form S-8 and in accordance with the
requirements of Part I of Form S-3. This reoffer prospectus may be used by
certain officers and directors of the Company to sell or otherwise dispose of
securities received as grants under, or as a result of the exercise of stock
options granted under, the Omnibus Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information required in Part I of this
Registration Statement will be sent or given to employees as specified in Rule
428(b)(1) of the Securities Act and are not filed as part of this Registration
Statement pursuant to the Note to Part I of Form S-8. Those documents and the
documents incorporated by reference into this Registration Statement, taken
together, constitute prospectuses that meet the requirements of Section 10(a) of
the Securities Act.

      Cosi, Inc. will deliver or cause to be delivered promptly, without charge,
to each person to whom information is required to be delivered, upon written or
oral request, a copy of the information that is incorporated by reference
pursuant to Item 3 of this Registration Statement and any other documents
required to be delivered pursuant to Rule 428(b).


                                       I-1
<PAGE>

                               REOFFER PROSPECTUS

                                   Cosi, Inc.
                               1765 Lake Cook Road
                            Deerfield, Illinois 60015
                                 (847) 597-8800

                         905,000 Shares of Common Stock

      Certain of our employees, all of whom are named in this prospectus (the
"Selling Stockholders"), may offer and sell from time to time, for their own
accounts, up to 905,000 shares of Common Stock (the "Shares") that they acquired
in connection with grants of restricted stock units pursuant to the Omnibus
Plan. We will not receive any of the proceeds from the sale of the Shares.

      The Selling Stockholders may offer for sale or sell the Shares in varying
amounts through public or private transactions at prevailing market prices or at
privately negotiated prices. Sales may be made through brokers or to dealers,
who are expected to receive customary commissions or discounts.

      The Selling Stockholders and participating brokers and dealers may be
deemed to be "underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of Shares by those Selling Stockholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act. We will bear all expenses
incurred in connection with this offering, other than discounts, concessions and
commissions which are to be borne by the Selling Stockholders.

      Our common stock is traded on the Nasdaq National Market under the symbol
"COSI." On March 27, 2006, the last reported sale price of our Common Stock was
$9.78 per share.

      Our business and an investment in our common shares involve significant
risks. These risks are described under the caption "Risk Factors" beginning on
page 1 of this prospectus.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                 The date of this Prospectus is March 29, 2006.

<PAGE>

You should only rely on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. Our common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.

                        ---------------------------------

                                TABLE OF CONTENTS

                                                                      Page
                                                                      ----

The Company..............................................................1

Risk Factors.............................................................1

Cautionary Note Regarding Forward-Looking Statements....................11

Use of Proceeds.........................................................13

Selling Stockholders....................................................13

Plan of Distribution....................................................14

Legal Matters...........................................................15

Experts.................................................................15

Where You Can Find More Information.....................................15

Incorporation of Certain Documents by Reference.........................16


                                        i

<PAGE>

                                   THE COMPANY

      We are a high quality, premium convenience restaurant company that owns
and operates company restaurants and offers franchises to qualified restaurant
operators. We are focused on knowing our customers and their food and dining
needs. We believe we meet our customers' needs by providing authentic,
innovative savory foods in tasteful upscale settings. We believe our customers
view us as an "affordable luxury." Our restaurant menus feature our authentic
hearth baked crackly crust flatbread, "Cosi Bread," which forms the basis for
savory sandwiches and pizzas and accompanies freshly tossed salads. We also
offer a full line of barista and blender products in addition to freshly brewed
coffees. Our food is ordered at the counter and made fresh with the convenience
of table delivery for eat-in dinner customers. We believe the combination of our
high quality, innovative menu items, inviting customer-oriented atmosphere and
multiple daypart dining convenience drives customer satisfaction and repeat
visits.

      Our principal executive offices are located at 1751 Lake Cook Road, Suite
60015, Deerfield, Illinois 60015 and our telephone number is (847) 597-8800.

                                  RISK FACTORS

      You should carefully consider each of the following risks, as well as all
of the other information contained in this prospectus, before deciding to invest
in our common stock. If any of these risks occurs, our business, financial
condition and results of operations may be adversely affected, the trading price
of our common stock could decline and you may lose part or all of your
investment.

                      Risks Related to Our Growth Strategy

We may not be able to achieve our planned expansion. If we are unable to
successfully open new restaurants, our revenue growth rate and profits may be
reduced.

      To successfully expand our business, we must open new restaurants on
schedule and in a profitable manner. In the past, we have experienced delays in
restaurant openings and we and our franchisees may experience similar delays in
the future. Delays or failures in opening new restaurants could hurt our ability
to meet our growth objectives, which may affect the expectations of securities
analysts and others and thus our stock price. We cannot guarantee that we or our
franchisees will be able to achieve our expansion goals or that new restaurants
will be operated profitably. Further, any restaurants that we or our franchisees
open may not obtain operating results similar to those of our existing
restaurants. Our ability to expand successfully will depend on a number of
factors, many of which are beyond our control. These factors include, but are
not limited to:

            o     locating suitable restaurant sites in new and existing
                  markets;

            o     negotiating acceptable lease terms;

            o     generating positive cash flow from existing and new
                  restaurants;

            o     successful operation and execution in new and existing
                  markets;

            o     recruiting, training and retaining qualified corporate and
                  restaurant personnel and management;


                                        1
<PAGE>

            o     attracting and retaining qualified franchisees;

            o     cost effective and timely planning, design and build-out of
                  restaurants;

            o     the reliability of our customer and market studies;


            o     consumer trends;

            o     obtaining and maintaining required local, state and federal
                  governmental approvals and permits related to the construction
                  of the sites and the sale of food and alcoholic beverages;

            o     creating customer awareness of our restaurants in new markets;

            o     competition in our markets, both in our business and in
                  locating suitable restaurant sites;

            o     the cost of our principal food products and supply and
                  delivery shortages or interruptions;

            o     weather conditions; and

            o     general economic conditions.

We must identify and obtain a sufficient number of suitable new restaurant sites
for us to sustain our revenue growth rate.

      We require that all proposed restaurant sites, whether company-owned or
franchised, meet site-selection criteria established by us. We and our
franchisees may not be able to find sufficient new restaurant sites to support
our planned expansion in future periods. We face significant competition from
other restaurant companies and retailers for sites that meet our criteria and
the supply of sites may be limited in some markets. As a result of these
factors, our costs to obtain and lease sites may increase, or we may not be able
to obtain certain sites due to unacceptable costs. Our inability to obtain
suitable restaurant sites at reasonable costs may reduce our growth rate, which
may affect the expectations of securities analysts and others and thus our stock
price.

Our expansion in existing markets can cause sales in some of our existing
restaurants to decline, which could result in restaurant closures.

      As part of our expansion strategy, we and our franchisees intend to open
new restaurants in our existing markets. Since we typically draw customers from
a relatively small radius around each of our restaurants, the sales performance
and customer counts for restaurants near the area in which a new restaurant
opens may decline due to cannibalization, which could result in restaurant
closures. In addition, new restaurants added in existing markets may not achieve
the same operating performance as our existing restaurants.

Our expansion into new markets may present increased risks due to our
unfamiliarity with the area. The restaurants we open in new geographic regions
may not achieve market acceptance.

      Some of our future franchised restaurants and company-owned restaurants
will be located in areas where we have little or no meaningful experience. Those
markets may have different demographic characteristics, competitive conditions,
consumer tastes and discretionary spending patterns than our existing markets
that may cause our new restaurants to be less successful than restaurants in our
existing


                                        2
<PAGE>

markets. An additional risk in expansion into new markets is the lack of market
awareness of the Cosi brand. Restaurants opened in new markets may open at lower
average weekly sales volumes than restaurants opened in existing markets and may
have higher restaurant-level operating expense ratios than in existing markets.
Sales at restaurants opened in new markets may take longer to reach average
annual company-owned restaurant sales, if at all, thereby affecting the
profitability of these restaurants.

We may not be able to successfully incorporate a franchising and area developer
model into our strategy.

      We are incorporating a franchising and area developer model into our
business strategy in certain selected markets. We have not used a franchising or
area developer model prior to fiscal 2004 and may not be as successful as
predicted in attracting franchisees and developers to the Cosi concept or
identifying franchisees and developers that have the business abilities or
access to financial resources necessary to open our restaurants or to
successfully develop or operate our restaurants in a manner consistent with our
standards. Incorporating a franchising and area developer model into our
strategy also requires us to devote significant management and financial
resources to support the franchise of our restaurants. Our future performance
will depend on our franchisees' ability to execute our concept and capitalize
upon our brand recognition and marketing. We may not be able to recruit
franchisees who have the business abilities or financial resources necessary to
open restaurants on schedule, or who will conduct operations in a manner
consistent with our concept and standards. Our franchisees may not be able to
operate restaurants in a profitable manner. If we are not successful in
incorporating a franchising or area developer model into our strategy, we may
experience delays in our growth or may not be able to expand and grow our
business.

If our franchisees cannot develop or finance new restaurants, build them on
suitable sites or open them on schedule, our growth and success may be impeded.

      Our growth depends in part upon our ability to establish a successful and
effective franchise program and to attract qualified franchisees. If our
franchisees are unable to locate suitable sites for new restaurants, negotiate
acceptable lease or purchase terms, obtain the necessary financial or management
resources, meet construction schedules or obtain the necessary permits and
government approvals, our growth plans may be negatively affected. We cannot
assure you that any of the restaurants our franchisees open will be profitable.

Additional foodservice strategic alliances may not be successful and may
materially adversely affect our business and results of operations.

      We may decide to enter into additional alliances with third parties to
develop foodservice strategic alliances in select markets or through select
channels. Identifying strategic partners, negotiating agreements and building
such alliances may divert management's attention away from our existing
businesses and growth plans. If we are not successful in forming additional
foodservice strategic alliances, we may experience delays in our growth and may
not be able to expand and grow our business. If we do form additional strategic
alliances, we cannot assure you that the restaurants opened pursuant to these
strategic alliances will be profitable.

Any inability to manage our growth effectively could materially adversely affect
our operating results.

      Failure to manage our growth effectively could harm our business. We have
grown significantly since our inception and intend to grow substantially in the
future both through a franchising strategy and opening new company-owned
restaurants. Our existing restaurant management systems, financial and


                                        3
<PAGE>

management controls and information systems may not be adequate to support our
planned expansion. Our ability to manage our growth effectively will require us
to continue to enhance these systems, procedures and controls. We must attract
and retain talented operating personnel to maintain the quality and service
levels at our existing and future restaurants. We may not be able to effectively
manage these or other aspects of our expansion. We cannot assure you that we
will be able to respond on a timely basis to all of the changing demands that
our planned expansion will impose on management and on our existing
infrastructure. If we are unable to manage our growth effectively, our business,
results of operations and financial condition could be materially adversely
impacted.

If we are unable to successfully integrate future acquisitions, our business
could be negatively impacted. Any acquisitions may also be costly.

      We may consider future strategic acquisitions. Acquisitions involve
numerous risks, including difficulties assimilating new operations and products.
In addition, acquisitions may require significant management time and capital
resources. We cannot assure you that we will have access to the capital required
to finance potential acquisitions on satisfactory terms, that any acquisition
would result in long-term benefits to us, or that management would be able to
manage effectively the resulting business. Future acquisitions are likely to
result in the incurrence of additional indebtedness, which could contain
restrictive covenants, or the issuance of additional equity securities, which
could dilute our existing stockholders. We may also pay too much for a concept
that we acquire relative to the actual economic return obtained. If our
integration efforts are unsuccessful, our business and results of operations
could suffer.

                          Risks Related to Our Business

If we are unable to execute our business strategy, we could be materially
adversely affected.

      Our ability to successfully execute our business strategy will depend on a
number of factors, some of which are beyond our control, including, but not
limited to:

            o     our ability to generate positive cash flow from operations;

            o     identification and availability of suitable restaurant sites;

            o     competition for restaurant sites and customers;

            o     negotiation of favorable leases;

            o     management of construction and development costs of new and
                  renovated restaurants;

            o     securing required governmental approvals and permits;

            o     recruitment and retention of qualified operating personnel;

            o     successful operation and execution in new and existing
                  markets;

            o     recruiting, training and retaining qualified corporate and
                  restaurant personnel and management;

            o     identification of under-performing restaurants and our ability
                  to improve or efficiently close under-performing restaurants,
                  including securing favorable lease termination terms;


                                        4
<PAGE>

            o     the rate of our internal growth, and our ability to generate
                  increased revenue from existing restaurants;

            o     our ability to incorporate a franchising and area developer
                  model into our strategy;

            o     competition in new and existing markets;

            o     the reliability of our customer and market studies;

            o     consumer trends;

            o     the cost of our principal food products and supply and
                  delivery shortages or interruptions;

            o     weather conditions; and

            o     general regional and national economic conditions.

      Each of these factors could delay or prevent us from successfully
executing our business strategy, which could adversely affect our growth,
revenues and our results of operations.

We have a limited operating history and we may be unable to achieve
profitability.

      There are currently 94 company-owned restaurants, five of which were
opened during the last quarter of fiscal 2004, one of which opened in each of
the second and third quarters of 2005, six of which opened in the fourth quarter
of 2005 and two of which opened in the first quarter of 2006. Accordingly,
limited historical information is available with which to evaluate our business
and prospects. As a result, forecasts of our future revenues, expenses and
operating results may not be as accurate as they would be if we had a longer
history of operations and of combined operations. In fiscal 2005, we incurred
net losses of $13.1 million, and, since we were formed, we have incurred net
losses of approximately $207.4 million through the end of fiscal 2005 primarily
due to funding operating losses, impairment charges, the cost of our merger in
1999, new restaurant opening expenses and lease termination costs. We intend to
continue to expend significant financial and management resources on the
development of additional restaurants, both company-owned and franchised. We
cannot predict whether we will be able to achieve or sustain revenue growth,
profitability or positive cash flow in the future. See "Management's Discussion
and Analysis of Financial Conditions and Results of Operations" and the
financial statements included in the 2005 Annual Report on Form 10-K for
information on the history of our losses.

If internally generated cash flow from our restaurants does not meet our
expectations, our business, results of operations and financial condition could
be materially adversely affected.

      Our cash resources, and therefore our liquidity, are highly dependent upon
the level of internally generated cash from operations and upon future financing
transactions. Although we believe that we have sufficient liquidity to fund our
working capital requirements for the next twelve months, if cash flows from our
existing restaurants or cash flows from new restaurants that we open do not meet
our expectations or are otherwise insufficient to satisfy our cash needs or
expansion plans, we may have to seek additional financing from external sources
to continue funding our operations or reduce or cease our plans to open or
franchise new restaurants. We cannot predict whether such financing will be
available on terms acceptable to us, or at all.

We may need additional capital in the future and it may not be available on
acceptable terms.


                                        5
<PAGE>

      Our business may require significant additional capital in the future to,
among other things, fund our operations, increase the number of company-owned or
franchised restaurants, expand the range of services we offer and finance future
acquisitions and investments. There is no assurance that financing will be
available on terms acceptable to us, or at all. Our ability to obtain additional
financing will be subject to a number of factors, including market conditions,
our operating performance and investor sentiment. These factors may make the
timing, amount, terms and conditions of additional financings unattractive to
us. If we are unable to raise additional capital, our business, results of
operations and financial condition could be materially adversely affected.

Our franchisees could take actions that could harm our business.

      Franchisees are independent contractors and are not our employees.
Although we have developed criteria to evaluate and screen prospective
franchisees, we are limited in the amount of control we can exercise over our
licensed franchisees, and the quality of franchised restaurant operations may be
diminished by any number of factors beyond our control. Franchisees may not have
the business acumen or financial resources necessary to successfully operate
restaurants in a manner consistent with our standards and requirements and may
not hire and train qualified managers and other restaurant personnel. Poor
restaurant operations may affect each restaurant's sales. Our image and
reputation, and the image and reputation of other franchisees, may suffer
materially and system-wide sales could significantly decline if our franchisees
do not operate successfully.

We could face liability from our franchisees.

      A franchisee or government agency may bring legal action against us based
on the franchisee/franchisor relationships. Various state and federal laws
govern our relationship with our franchisees and potential sales of our
franchised restaurants. If we fail to comply with these laws, we could be liable
for damages to franchisees and fines or other penalties. Expensive litigation
with our franchisees or government agencies may adversely affect both our
profits and our important relations with our franchisees.

Our financial results are affected by the financial results of our franchisees.

      We receive royalties from our franchisees. Our financial results are
therefore somewhat contingent upon the operational and financial success of our
franchisees, including implementation of our strategic plans, as well as their
ability to secure adequate financing. If sales trends or economic conditions
worsen for our franchisees, their financial health may worsen and our collection
rates may decline. Additionally, refusal on the part of franchisees to renew
their franchise agreements may result in decreased royalties. Entering into
restructured franchise agreements may result in reduced franchise royalty rates
in the future.

Our restaurants are currently concentrated in the Northeastern and Mid-Atlantic
regions of the United States, particularly in the New York City area.
Accordingly, we are highly vulnerable to negative occurrences in these regions.

      We currently operate 59 company-owned restaurants in Northeastern and
Mid-Atlantic states, of which 16 are located in the New York City area, the
majority of which are located in New York central business districts. As a
result, we are particularly susceptible to adverse trends and economic
conditions in these areas. In addition, given our geographic concentration,
negative publicity regarding any of our restaurants could have a material
adverse effect on our business and operations, as could other regional
occurrences impacting the local economies in these markets.


                                        6
<PAGE>

You should not rely on past increases in our average unit volumes as an
indication of our future results of operations because they may fluctuate
significantly.

      A number of factors have historically affected, and will continue to
affect, our average unit sales, including, among other factors:

            o     our ability to execute our business and growth strategy
                  effectively;

            o     introduction of new menu items;

            o     sales performance by our new and existing restaurants;

            o     competition;

            o     general regional and national economic conditions;

            o     weather conditions; and

            o     consumer trends.

      It is not reasonable to expect our average unit volumes to increase at
rates achieved over the past several years. Changes in our average unit volumes
could cause the price of our common stock to fluctuate substantially.

Seasonality, inclement weather and other variable factors may adversely affect
our sales and results of operations and could cause our quarterly results to
fluctuate and fall below expectations of securities analysts and investors,
resulting in a decline in our stock price.

      Our business is subject to significant seasonal fluctuations and weather
influences on consumer spending and dining out patterns. Inclement weather may
result in reduced frequency of dining at our restaurants. Customer counts (and
consequently revenues) are generally highest in spring and summer months and
lowest during the winter months because of the high proportion of our
restaurants located in the Northeast where inclement weather affects customer
visits. As a result, our quarterly and yearly results have varied in the past,
and we believe that our quarterly operating results will vary in the future.
Other factors such as unanticipated increases in labor, commodity, energy,
insurance or other operating costs may also cause our quarterly results to
fluctuate. For this reason, you should not rely upon our quarterly operating
results as indications of future performance.

Our operations depend on governmental licenses and we may face liability under
"dram shop" statutes.

      We are subject to extensive federal, state and local government
regulations, including regulations relating to alcoholic beverage control, the
preparation and sale of food, public health and safety, sanitation, building,
zoning and fire codes. Our business depends on obtaining and maintaining
required food service and/or liquor licenses for each of our restaurants. If we
fail to obtain or maintain all necessary licenses, we may be forced to delay or
cancel new restaurant openings and close or reduce operations at existing
locations. In addition, our sale of alcoholic beverages subjects us to "dram
shop" statutes in some states. These statutes allow an injured person to recover
damages from an establishment that served alcoholic beverages to an intoxicated
person. Although we take significant precautions to ensure that all employees
are trained in the responsible service of alcohol and maintain insurance
policies in accordance with all state regulations regarding the sale of
alcoholic beverages, the misuse of alcoholic


                                        7
<PAGE>

beverages by customers may create considerable risks for us. If we are the
subject of a judgment substantially in excess of our insurance coverage, or if
we fail to maintain our insurance coverage, our business, financial condition,
operating results or cash flows could be materially and adversely affected. See
"Business -- Government Regulation" in the 2005 Annual Report on Form 10-K for a
discussion of the regulations with which we must comply.

Our failure or inability to enforce our trademarks or other proprietary rights
could adversely affect our competitive position or the value of our brand.

      We own certain common law trademark rights and a number of federal and
international trademark and service mark registrations, and proprietary rights
to certain of our core menu offerings. We believe that our trademarks and other
proprietary rights are important to our success and our competitive position.
We, therefore, devote appropriate resources to the protection of our trademarks
and proprietary rights. The protective actions that we take, however, may not be
enough to prevent unauthorized usage or imitation by others, which might cause
us to incur significant litigation costs and could harm our image or our brand
or competitive position.

      We also cannot assure you that third parties will not claim that our
trademarks or offerings infringe the proprietary rights of third parties. Any
such claim, whether or not it has merit, could be time-consuming, result in
costly litigation, cause product delays or require us to enter into royalty or
licensing agreements. As a result, any such claim could have a material adverse
effect on our business, results of operations and financial condition.

We hold significant amounts of illiquid assets and may have to dispose of them
on unfavorable terms.

      A certain portion of our assets, such as leasehold improvements and
equipment, are illiquid. These assets cannot be converted into cash quickly and
easily. We may be compelled to dispose of these illiquid assets on unfavorable
terms, which could have an adverse effect on our business.

We may face litigation that could have a material adverse effect on our
business, financial condition and results of operations.

      From time to time, we are a defendant in litigation arising in the
ordinary course of our business. Our customers may file complaints or lawsuits
against us alleging that we are responsible for an illness or injury they
suffered at or after a visit to a Cosi restaurant, or alleging that there was a
problem with food quality or operations at a Cosi restaurant. We may also be
subject to a variety of other claims arising in the ordinary course of our
business, including personal injury claims, contract claims, claims from
franchisees and claims alleging violations of federal and state law regarding
workplace and employment matters, discrimination and similar matters. We could
also become subject to class action lawsuits related to these matters in the
future. To date, none of such litigation, some of which is covered by insurance,
has had a material adverse effect on our consolidated financial position,
results of operations or cash flows.

      Regardless of whether any future claims against us are valid or whether we
are found to be liable, claims may be expensive to defend and may divert our
management's attention away from our operations and hurt our performance. The
outcome of litigation, particularly class action lawsuits and regulatory
actions, is difficult to assess or quantify. Plaintiffs in these types of
lawsuits may seek recovery of very large or indeterminate amounts, and the
magnitude of the potential loss relating to such lawsuits may remain unknown for
substantial periods of time. A judgment significantly in excess of our insurance
coverage for any claims could materially adversely affect our financial
condition or results of operations. There may also be adverse publicity
associated with litigation that could decrease customer acceptance of


                                        8
<PAGE>

our services or those of our franchisees, regardless of whether the allegations
are valid or whether we are ultimately found liable. As a result, litigation may
adversely affect our business, financial condition and results of operations.
Moreover, complaints, litigation or adverse publicity experienced by one or more
of our franchisees could also hurt our business as a whole.

We have a new management team that does not have proven success with the
Company.

      Some members of our management team have been in place for only a
relatively short period of time. They do not have previous experience with us,
and we cannot assure you that they will fully integrate themselves into our
business or that they will effectively manage our business affairs. Our failure
to assimilate the new members of management, the failure of the new members of
management to perform effectively, or the loss of any of the new members of
management could have a material adverse effect on our business, financial
condition and results of operations.

If we are unable to protect our customers' credit card data, we could be exposed
to data loss, litigation and liability, and our reputation could be
significantly harmed.

      In connection with credit card sales, we transmit confidential credit card
information securely over public networks and store it in our data warehouse.
Third parties may have the technology or know-how to breach the security of this
customer information, and our security measures may not effectively prohibit
others from obtaining improper access to this information. If a person is able
to circumvent our security measures, he or she could destroy or steal valuable
information or disrupt our operations. Any security breach could expose us to
risks of data loss, litigation and liability and could seriously disrupt our
operations and any resulting negative publicity could significantly harm our
reputation.

                   Risks Relating to the Food Service Industry

Our business is affected by changes in consumer preferences.

      Our success depends, in part, upon the popularity of our food products,
our ability to develop new menu items that appeal to consumers and what we
believe is an emerging trend in consumer preferences toward premium convenience
restaurants. We depend on consumers who prefer made-to-order food in a
sophisticated environment and are willing to pay a premium price for our
products. We also depend on trends toward consumers eating away from home more
often. Shifts in consumer preferences away from our restaurants or cuisine, our
inability to develop new menu items that appeal to consumers or changes in our
menu that eliminate items popular with some consumers could harm our business
and future profitability.

General economic conditions and the effects of the war on terrorism may cause a
decline in discretionary consumer spending, which would negatively affect our
business.

      Our success depends to a significant extent on discretionary consumer
spending, which is influenced by general economic and political conditions and
the availability of discretionary income. Accordingly, we may experience
declines in sales during economic downturns or during periods of uncertainty
like that which followed the September 11, 2001 terrorist attacks on the United
States. In addition, economic uncertainty due to military action overseas, such
as in Iraq and post-war military, diplomatic or financial responses, may lead to
further declines in sales. Any decline in consumer spending or economic
conditions could reduce customer traffic or impose practical limits on pricing,
either of which could have a material adverse effect on our sales, results of
operations, business and financial condition.


                                        9
<PAGE>

Our success depends on our ability to compete with many food service businesses.

      The restaurant industry is intensely competitive and we compete with many
well-established food service companies on the basis of taste, quality and price
of product offered, customer service, atmosphere, location and overall guest
experience. We compete with other sandwich retailers, specialty coffee
retailers, bagel shops, fast-food restaurants, delicatessens, cafes, bars,
take-out food service companies, supermarkets and convenience stores. Our
competitors change with each daypart (breakfast, lunch and dinner), ranging from
coffee bars and bakery cafes to casual dining chains. Aggressive pricing by our
competitors or the entrance of new competitors into our markets could reduce our
sales and profit margins.

      Many of our competitors or potential competitors have substantially
greater financial and other resources than we do, which may allow them to react
to changes in pricing, marketing and the quick service restaurant industry
better than we can. As competitors expand their operations, we expect
competition to intensify. We also compete with other employers in our markets
for hourly workers and may be subject to higher labor costs.

Fluctuations in coffee prices could adversely affect our operating results.

      The price of coffee, one of our main products, can be highly volatile.
Although most coffee trades on the commodity markets, coffee of the quality we
seek tends to trade on a negotiated basis at a substantial premium above
commodity coffee pricing, depending on supply and demand at the time of the
purchase. Supplies and prices of green coffee can be affected by a variety of
factors, such as weather, politics and economics in the producing countries. An
increase in pricing of specialty coffees could have a significant adverse effect
on our profitability. To mitigate the risks of increasing coffee prices and to
allow greater predictability in coffee pricing, we typically enter into
short-term purchasing arrangements for a portion of our green coffee
requirements. We cannot assure you that these activities will be successful or
that they will not result in our paying substantially more for our coffee supply
than we would have been required to pay absent such activities. We purchase
coffee through a single supplier under an agreement that expires in June 2010.

Changes in food and supply costs could adversely affect our results of
operations.

      Our profitability depends in part on our ability to anticipate and react
to changes in food and supply costs. We rely on a single primary distributor of
our food and paper goods. Although we believe that alternative distribution
sources are available, any increase in distribution prices or failure by our
distributor to perform could adversely affect our operating results. In
addition, we are susceptible to increases in food costs as a result of factors
beyond our control, such as weather conditions and government regulations.
Failure to anticipate and adjust our purchasing practices to these changes could
negatively impact our business.

The food service industry is affected by litigation and publicity concerning
food quality, health and other issues, which can cause customers to avoid our
products and result in liabilities.

      Food service businesses can be adversely affected by litigation and
complaints from customers or government authorities resulting from food quality,
illness, injury or other health concerns or operating issues stemming from one
restaurant or a limited number of restaurants. Adverse publicity about these
allegations may negatively affect us, regardless of whether the allegations are
true, by discouraging customers from buying our products. We could also incur
significant liabilities if a lawsuit or claim results in a decision against us
or if we incur litigation costs, regardless of the result.


                                       10
<PAGE>

Our business could be adversely affected by increased labor costs or labor
shortages.

      Labor is a primary component in the cost of operating our business. We
devote significant resources to recruiting and training our managers and
employees. Increased labor costs, due to competition, increased minimum wage or
employee benefits costs or otherwise, would adversely impact our operating
expenses. In addition, our success depends on our ability to attract, motivate
and retain qualified employees, including restaurant managers and staff, to keep
pace with our needs. If we are unable to do so, our results of operations may be
adversely affected.

              CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

      We caution that any forward-looking statements (as such term is defined in
the Private Securities Litigation Reform Act of 1995) contained or incorporated
by reference in this Form S-8 or made by our management involve risks and
uncertainties and are subject to change based on various important factors, many
of which may be beyond our control. Accordingly, our future performance and
financial results may differ materially from those expressed or implied in any
such forward-looking statements. For these statements, we claim the protection
of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Any such forward-looking statements
are subject to risks and uncertainties, including those described in this
registration statement. If any of these risks or uncertainties actually occurs,
our business, financial condition or operating results could be materially and
adversely affected, and the trading price of our common stock could decline. We
do not undertake to publicly update or revise our forward-looking statements
even if experience our future changes make it clear that any projected results
expressed or implied therein will not be realized.

            o     the cost of our principal food products and supply and
                  delivery shortages or interruptions;

            o     labor shortages or increased labor costs;

            o     changes in consumer preferences and demographic trends;

            o     competition in our markets, both in our business and locating
                  suitable restaurant sites;

            o     our operation and execution in new and existing markets;

            o     expansion into new markets;

            o     our ability to attract and retain qualified franchisees;

            o     our ability to locate suitable restaurant sites in new and
                  existing markets and negotiate acceptable lease terms;

            o     the rate of our internal growth, and our ability to generate
                  increased revenue from our existing restaurants;

            o     our ability to generate positive cash flow from existing and
                  new restaurants;

            o     fluctuations in our quarterly results due to seasonality;

            o     increased government regulation and our ability to secure
                  required governmental approvals and permits;

            o     our ability to create customer awareness of our restaurants in
                  new markets;


                                       11
<PAGE>

            o     the reliability of our customer and market studies;

            o     cost effective and timely planning, design and build-out of
                  new restaurants;

            o     our ability to recruit, train and retain qualified corporate
                  and restaurant personnel and management;

            o     market saturation due to new restaurant openings;

            o     inadequate protection of our intellectual property;

            o     adverse weather conditions which impact customer traffic at
                  our restaurants; and

            o     adverse economic conditions.

The words "believe," "may," "will," "should," "anticipate," "estimate,"
"expect," "intend," "objective," "seek," "plan," "strive," "project" or similar
words, or the negatives of these words, identify forward-looking statements. We
qualify any forward-looking statements entirely by these cautionary factors.


                                       12
<PAGE>

                                 USE OF PROCEEDS

      The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the Selling Stockholders. We will not
receive any proceeds from any sale of shares by the Selling Stockholders.

                              SELLING STOCKHOLDERS

      This prospectus relates to shares of common stock that have been acquired
by the Selling Stockholders named below in connection with grants of restricted
stock pursuant to the Omnibus Plan.

      Each of the Selling Stockholders is an employee or director of the
Company. The following table sets forth:

            o     the name and principal position or positions of each Selling
                  Stockholder over the past three years with the Company;

            o     the number of shares of common stock each Selling Stockholder
                  beneficially owned as of March 20, 2006;

            o     the number of shares of common stock acquired by each Selling
                  Stockholder in connection with grants of restricted stock
                  pursuant to the Omnibus Plan and being registered under this
                  Registration Statement, some or all of which shares may be
                  sold pursuant to this prospectus; and

            o     the number of shares of common stock and the percentage, if 1%
                  or more, of the total class of common stock outstanding to be
                  beneficially owned by each Selling Stockholder following this
                  offering, assuming the sale pursuant to this offering of all
                  shares acquired by such Selling Stockholder in connection with
                  grants of restricted stock pursuant to the Omnibus Plan and
                  registered under this Registration Statement.

      There is no assurance that any of the Selling Stockholders will sell any
or all of the shares offered by them under this Registration Statement. The
information included in the table assumes that each selling stockholder will
elect to sell all of his shares set forth under "Shares Covered by this
Prospectus."

--------------------------------------------------------------------------------
                                                            Shares Beneficially
                                                             Owned After this
                                                                 Offering
                                                           ---------------------
                                               Shares
                   Position       Shares      Covered by
    Selling        with the    Beneficially      this
  Stockholder      Company        Owned       Prospectus   Number  Percentage(1)
--------------------------------------------------------------------------------
Kevin Armstrong  Chief        1,014,318 (2)    300,000    714,318     1.81%
                 Executive
                 Officer and
                 President
--------------------------------------------------------------------------------
William D.       Executive    1,664,062 (3)    200,000  1,464,062     3.74%
Forrest          Chairman
--------------------------------------------------------------------------------


                                       13
<PAGE>

--------------------------------------------------------------------------------
William Koziel   Chief           68,490 (4)     37,500      30,990       *
                 Financial
                 Officer;
                 Controller
--------------------------------------------------------------------------------
Gilbert Melott   Executive      157,564 (5)     75,000      82,564       *
                 Vice
                 President--
                 Operations
                 and People
--------------------------------------------------------------------------------
Paul Seidman     Vice           101,848 (6)     75,000      26,848       *
                 President--
                 Food
                 & Beverage
--------------------------------------------------------------------------------
Vicki J. Baue    General         42,500 (7)     37,500       5,000       *
                 Counsel
--------------------------------------------------------------------------------
Peter A. Lucas   Regional        46,316 (8)     37,500       8,816       *
                 Vice
                 President
                 Operations-
                 Mid
                 Atlantic;
                 Vice
                 President--
                 Cosi/Federated
                 Operations;
                 District
                 Manager
--------------------------------------------------------------------------------
Tom Kelleher     former           7,500 (9)      7,500          --       *
                 employee
                 (Regional
                 Vice
                 President
                 Operations
                 - East
                 Coast)
--------------------------------------------------------------------------------
Robert Speirs    Regional        45,116 (10)    37,500       7,616       *
                 Vice
                 President
                 Operations
                 - East
                 Coast;
                 Regional
                 Vice
                 President
                 Operations
                 - Midwest
--------------------------------------------------------------------------------
Patrick J.       Vice            77,015 (11)    75,000       2,015       *
Donnellan        President
                 of Business
                 Development;
                 Vice
                 President
                 of
                 Development
                 Strategy
--------------------------------------------------------------------------------
Becky Iliff      Vice            22,500 (12)    22,500         --        *
                 President
                 People
--------------------------------------------------------------------------------


                                       14
<PAGE>

* Represents less than 1%.

(1) Ownership percentages are based on 38,827,672 shares of common stock
outstanding as of March 20, 2006. With respect to each person, percentage
ownership is calculated by dividing the number of shares beneficially owned by
such person by the sum of the number of outstanding shares at such date and the
number of shares such person has the right to acquire upon exercise of options
or warrants that are currently exercisable or are exercisable on or before the
date 60 days after the date of filing.

(2) Includes 300,000 shares of restricted stock granted to Mr. Armstrong under
the Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan, pursuant to an employment
agreement dated May 9, 2005. 20% of such restricted shares became fully vested
upon issuance. As long as Mr. Armstrong remains in the continuous employ of the
company on each of May 9, 2006, May 9, 2007, May 9, 2008, and May 9, 2009, an
additional 20% of the restricted shares will become fully vested on each such
date. Also includes 714,318 shares of common stock issuable upon exercise of
outstanding options at a weighted average exercise price of $1.95.

(3) Includes 200,000 shares of restricted stock granted to Mr. Forrest under the
Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan, pursuant to his new employment
agreement dated December 12, 2005. 20% of such restricted shares became fully
vested upon issuance. As long as Mr. Forrest remains in the continuous employ of
the Company on each of December 12, 2006, December 12, 2007, December 12, 2008,
and December 12, 2009, an additional 20% of the restricted shares will become
fully vested on each such date. Also includes 309,109 shares of common stock
issuable upon exercise of outstanding options at a weighted average exercise
price of $3.14, pursuant to the February 9, 2004 addendum to Mr. Forrest's
former employment agreement. In accordance with Mr. Forrest's employment
agreement dated June 26, 2003, an additional 523,546 shares of restricted stock
were granted to Mr. Forrest in connection with the Company's rights offering,
which are held by Forrest Family LLC. 631,407 shares are restricted stock issued
to Mr. Forrest pursuant to an employment agreement dated June 26, 2003.

(4) Includes 30,990 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $4.83 per share. Also includes
37,500 shares of restricted stock granted to Mr. Koziel under the Cosi, Inc.
2005 Omnibus Long-Term Incentive Plan. 20% of such restricted shares became
fully vested upon issuance. As long as Mr. Koziel remains in the continuous
employ of the Company on each of May 31, 2006, May 31, 2007, May 31, 2008, and
May 31, 2009, an additional 20% of the restricted shares will fully vest on each
such date.

(5) Includes 82,564 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $2.78 per share. Also includes
75,000 shares of restricted stock granted to Mr. Melott under the Cosi, Inc.
2005 Omnibus Long-Term Incentive Plan. 20% of such restricted shares became
fully vested upon issuance. As long as Mr. Melott remains in the continuous
employ of the Company on each of May 31, 2006, May 31, 2007, May 31, 2008, and
May 31, 2009, an additional 20% of the restricted shares will fully vest on each
such date.

(6) Includes 26,848 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $4.83. Also includes 75,000
shares of restricted stock granted to Mr. Seidman under the Cosi, Inc. 2005
Omnibus Long-Term Incentive Plan. 20% of such restricted shares became fully
vested upon issuance. As long as Mr. Seidman remains in the continuous employ of
the Company on each of May 31, 2006, May 31, 2007, May 31, 2008, and May 31,
2009, an additional 20% of the restricted shares will fully vest on each such
date.

(7) Includes 5,000 shares of common stock issuable upon exercise of outstanding
options at an exercise price of $5.20. Also includes 37,500 shares of restricted
stock granted to Ms. Baue under the Cosi, Inc. 2005 Long-Term Incentive Plan.
20% of such restricted shares became fully vested upon issuance. As long as Ms.
Baue remains in the continuous employ of the Company on each of May 31, 2006,
May 31, 2007, May 31, 2008, and May 31, 2009, an additional 20% of the
restricted shares will fully vest on each such date.

(8) Includes 8,816 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $4.00. Also includes 37,500
shares of restricted stock granted to Mr. Lucas under the Cosi, Inc. 2005
Long-Term Incentive Plan. 20% of such restricted shares became fully vested upon
issuance. As long as Mr.


                                       15
<PAGE>

Lucas remains in the continuous employ of the Company on each of May 31, 2006,
May 31, 2007, May 31, 2008, and May 31, 2009, an additional 20% of the
restricted shares will fully vest on each such date.

(9) Includes 7,500 shares of restricted stock granted to Mr. Kelleher under the
Cosi, Inc. 2005 Long-Term Incentive Plan, representing the 20% of such
restricted shares that became fully vested upon issuance.

(10) Includes 7,616 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $5.31. Also includes 37,500
shares of restricted stock granted to Mr. Speirs under the Cosi, Inc. 2005
Long-Term Incentive Plan. 20% of such restricted shares became fully vested upon
issuance. As long as Mr. Speirs remains in the continuous employ of the Company
on each of May 31, 2006, May 31, 2007, May 31, 2008, and May 31, 2009, an
additional 20% of the restricted shares will fully vest on each such date.

(11) Includes 2,015 shares of common stock issuable upon exercise of outstanding
options at an exercise price of $5.56. Also includes 75,000 shares of restricted
stock granted to Mr. Donnellan under the Cosi, Inc. 2005 Long-Term Incentive
Plan. 40% of such restricted shares became fully vested upon issuance. As long
as Mr. Donnellan remains in the continuous employ of the company on each of
January 23, 2007, January 23, 2008, and January 23, 2009, an additional 20% of
the restricted shares will fully vest on each such date.

(12) Includes 22,500 shares of restricted stock granted to Ms. Iliff under the
Cosi, Inc. 2005 Long-Term Incentive Plan. 20% of such restricted shares became
fully vested upon issuance. As long as Ms. Iliff remains in the continuous
employ of the Company on each of November 7, 2006, November 7, 2007, November 7,
2008, and November 7, 2009, an additional 20% of the restricted shares will
fully vest on each such date.

                              PLAN OF DISTRIBUTION

      The Selling Stockholders, or their pledgees, donees, transferees or other
successors in interest, may sell shares pursuant to this prospectus from time to
time:

            o     in transactions on the Nasdaq National Market;

            o     in the public market off the Nasdaq National Market;

            o     in privately negotiated transactions;

            o     through put or call options transactions relating to the
                  shares; or

            o     in a combination of all such transactions.

      Each sale may be made either at the market price prevailing at the time of
sale or at a negotiated price. Sales may be made through brokers or to dealers,
and such brokers or dealers may receive compensation in the form of commissions
or discounts not exceeding those customary in similar transactions. Any shares
covered by this prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by a Selling Stockholder will be borne by that Selling
Stockholder.

      The Selling Stockholders and any dealer acting in connection with the
offering or any broker executing a sell order on behalf of a Selling Stockholder
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of shares by a Selling Stockholder and any
commissions or discounts received by any such broker or dealer may be deemed to
be underwriting compensation under the Securities Act. In addition, any such
broker or dealer may be


                                       16
<PAGE>

required to deliver a copy of this prospectus to any person who purchases
any of the shares from or through such broker or dealer.

                                  LEGAL MATTERS

      Certain legal matters with respect to the validity of the common stock
will be passed upon for us by Cadwalader, Wickersham & Taft LLP, New York, New
York.

                                     EXPERTS

      The consolidated financial statements of Cosi, Inc. and subsidiaries and
management's report on the effectiveness of internal control over financial
reporting, incorporated by reference in this Registration Statement have been
audited by BDO Seidman, LLP, an independent registered public accounting firm,
to the extent and for the periods set forth in their reports incorporated herein
by reference, and are incorporated herein in reliance upon such reports given
upon the authority of said firm as experts in auditing and accounting.

      The consolidated financial statements for the year ended December 29,
2003, of Cosi, Inc. appearing in Cosi Inc.'s Annual Report (Form 10-K) for the
year ended January 2, 2006, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their report thereon,
included therein, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We file current, quarterly and annual reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act") with the Securities and Exchange Commission (the "SEC"). You may
read and copy any of these filed documents at the SEC's public reference room
located at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room.
Our SEC filings are also available to the public from the SEC's internet site at
http://www.sec.gov.

      Our website is http://www.getcosi.com (which is not intended to be an
active hyperlink in this prospectus). We make available free of charge on our
website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of
directors and executive officers and any amendments to such reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after such material is electronically filed with, or
furnished to, the SEC. The information contained on, connected to or that can be
accessed via our website is not part of this prospectus.

      We have filed with the SEC a Registration Statement on Form S-8 under the
Securities Act with respect to the shares of common stock offered by this
prospectus. This prospectus, which constitutes a part of that Registration
Statement, does not include all the information contained in that Registration
Statement and its exhibits. For further information with respect to us and our
common stock, you should consult the Registration Statement and its exhibits.


                                       17
<PAGE>

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      Statements contained in this prospectus concerning the provisions of any
documents are necessarily summaries of those documents, and each statement is
qualified in its entirety by reference to the copy of the document filed with
the SEC. The Registration Statement and any of its amendments, including
exhibits filed as a part of the Registration Statement or an amendment to the
Registration Statement, are available for inspection and copying through the
entities listed above.

      The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to documents containing that information. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the following documents filed by
us with the SEC and any future filings we will make with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is
complete or terminated:

      (i)   the Annual Report on Form 10-K for the fiscal year ended January 2,
            2006 (SEC File No. 000-50052);

      (ii)  the Current Report on Form 8-K filed on March 24, 2006; and

      (iii) the description of our common stock contained in the registration
            statement on Form 8-A filed pursuant to Section 12 of the Exchange
            Act on October 25, 2002 (SEC File No. 333-86390), including any
            amendments or reports filed for the purpose of updating such
            description.

      We will provide to you without charge a copy of any or all documents
incorporated by reference into this prospectus, including any exhibits to such
documents that are specifically incorporated by reference in those documents.
You may request copies by writing or telephoning us at our Investor Relations
Department, Cosi, Inc., 1751 Lake Cook Road, Deerfield, Illinois, 60015;
telephone number (847) 597-8800.


                                       18
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents, as filed with the SEC by the Company are
incorporated herein by reference:

      1.    the Annual Report on Form 10-K for the fiscal year ended January 2,
            2006 (SEC File No. 000-50052);

      2.    the Current Report on Form 8-K filed on March 24, 2006; and

      3.    the description of our common stock contained in the registration
            statement on Form 8-A filed pursuant to Section 12 of the Exchange
            Act on October 25, 2002 (SEC File No. 333-86390), including any
            amendments or reports filed for the purpose of updating such
            description.

      All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold will be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof from the date
of filing of such documents.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      None.

Item 6. Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law permits
indemnification of officers, directors, and other corporate agents under certain
circumstances and subject to certain limitations. The Company's Amended and
Restated Certificate of Incorporation and By-laws provide that the Company will
indemnify its directors and officers, and anyone who is or was serving at the
Company's request as a director, officer, employee, fiduciary, or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, to the fullest extent permitted under Delaware law. These
indemnification provisions may be sufficiently broad to permit indemnification
of the Company's executive officers and directors for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.

      The Company maintains directors' and officers' liability insurance against
any actual or alleged error, misstatement, misleading statement, act, omission,
neglect or breach of duty by any director or officer, excluding certain matters
including fraudulent, dishonest or criminal acts or self dealing.

Item 7. Exemption From Registration Claimed.

      With respect to the restricted securities reoffered or resold pursuant to
this Registration Statement, the Company claimed an exemption from registration
under the Securities Act pursuant to Section 4(2) thereof and because certain
issuances did not involve a purchase or sale for purposes of the


                                      II-1
<PAGE>

Securities Act. Such restricted securities were issued pursuant to the Cosi,
Inc. 2005 Omnibus Long-Term Incentive Plan.

Item 8. Exhibits.

      4.1   Form of Certificate of Common Stock.

      4.2   Rights Agreement between Cosi, Inc. and American Stock Transfer and
            Trust Company as Rights Agent dated November 21, 2002 (Filed as
            Exhibit 4.2 to the Company's Annual Report on Form 10-K for the
            period ended December 30, 2002).

      4.3   Amended and Restated Registration Agreement, dated as of March 30,
            1999 (Filed as Exhibit 4.3 to the Company's Registration Statement
            on Form S-1, file #333-86390).

      4.4   Supplemental Registration Rights Agreement, dated as of August 5,
            2003 by and among the Company and the parties thereto (Filed as
            Exhibit 4.4.2 to the Company's Registration Statement on Form S-1,
            file #333-107689).

      4.5   Amendment No. 1 to Rights Agreement dated as of November 21, 2002,
            between Cosi, Inc. and American Stock Transfer and Trust Company, as
            rights agent (Filed as Exhibit 4.3 to the Company's Quarterly Report
            on Form 10-Q for the fiscal quarter ended March 31, 2003).

      5.1*  Opinion of Cadwalader, Wickersham & Taft LLP as to the legality of
            the securities being registered.

      23.1* Consent of BDO Seidman LLP, independent registered public accounting
            firm.

      23.2* Consent of Ernst & Young LLP, independent registered public
            accounting firm.

      24.1* Power of Attorney (included on the signature page of this
            Registration Statement).

*  Filed herewith.

Item 9. Undertakings.

      The undersigned registrant hereby undertakes:

      (a)(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 this 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 this
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in the volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the SEC pursuant to
      Rule 424(b) if, in the aggregate, the changes in volume and price
      represent no more than 20 percent change in the maximum aggregate offering
      price set forth in the "Calculation of Registration Fee" table in the
      effective Registration Statement;


                                      II-2
<PAGE>

            (iii) to include any material information with respect to the plan
      of distribution not previously disclosed in this Registration Statement or
      any material change to such information in this 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 SEC
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the 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 will 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.

      (b) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions referred to in this Registration
Statement, or otherwise, the registrant has been advised that in the opinion of
the SEC 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.


                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Deerfield, state of Illinois, on March 29, 2006.


                                                     COSI, INC.


                                       By:/s/KEVIN ARMSTRONG
                                          --------------------------------------
                                          Kevin Armstrong
                                          Chief Executive Officer and
                                          President

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kevin Armstrong and William D. Forrest, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform such and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

      Signature                       Title                      Date
-----------------------   ----------------------------   -----------------------

/s/WILLIAM D. FORREST
-----------------------
William D. Forrest        Executive Chairman             March 29, 2006


/s/KEVIN ARMSTRONG        Chief Executive Officer,
-----------------------   President and Director
Kevin Armstrong           (Principal Executive Officer)  March 29, 2006


/s/ELI COHEN
-----------------------
Eli Cohen                 Director                       March 29, 2006


/s/CREED L. FORD III
-----------------------
Creed L. Ford III         Director                       March 29, 2006


/s/MARK DEMILIO
-----------------------
Mark Demilio              Director                       March 29, 2006


<PAGE>

      Signature                       Title                      Date
-----------------------   ----------------------------   -----------------------


/s/ROBERT MERRITT
-----------------------
Robert Merritt            Director                       March 29, 2006


/s/WILLIAM KOZIEL         Chief Financial Officer
-----------------------   (Principal Financial and
William Koziel            Accounting Officer)            March 29, 2006


-----------------------
Michael O'Donnell         Director

<PAGE>

                                  EXHIBIT INDEX

      4.1   Form of Certificate of Common Stock.

      4.2   Rights Agreement between Cosi, Inc. and American Stock Transfer and
            Trust Company as Rights Agent dated November 21, 2002 (Filed as
            Exhibit 4.2 to the Company's Annual Report on Form 10-K for the
            period ended December 30, 2002).

      4.3   Amended and Restated Registration Agreement, dated as of March 30,
            1999 (Filed as Exhibit 4.3 to the Company's Registration Statement
            on Form S-1, file #333-86390).

      4.4   Supplemental Registration Rights Agreement, dated as of August 5,
            2003 by and among the Company and the parties thereto (Filed as
            Exhibit 4.4.2 to the Company's Registration Statement on Form S-1,
            file #333-107689).

      4.5   Amendment No. 1 to Rights Agreement dated as of November 21, 2002,
            between Cosi, Inc. and American Stock Transfer and Trust Company, as
            rights agent (Filed as Exhibit 4.3 to the Company's Quarterly Report
            on Form 10-Q for the fiscal quarter ended March 31, 2003).

      5.1*  Opinion of Cadwalader, Wickersham & Taft LLP as to the legality of
            the securities being registered.

      23.1* Consent of BDO Seidman LLP, independent registered public accounting
            firm.

      23.2* Consent of Ernst & Young LLP, independent registered public
            accounting firm.

      24.1* Power of Attorney (included on the signature page of this
            Registration Statement).

*  Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "co726419-s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 85281}]
{"company-data": {"conformed-name": "COSI INC", "cik": "0001171014", "assigned-sic": "5812", "irs-number": "061393745", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132806", "film-number": "06719106"}, "business-address": {"street1": "COSI INC", "street2": "1751 LAKE COOK ROAD SUITE 650", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "847-597-3200"}, "mail-address": {"street1": "1751 LAKE COOK ROAD", "street2": "SUITE 650", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
As filed with the Securities and Exchange Commission on March 29, 2006
                                                     Registration No. 333-

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                                   Cosi, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                               06-1393745
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
      Incorporation or Organization)

                        1751 Lake Cook Road, 6th Floor
                          Deerfield, Illinois 60015

                                 (847) 597-8800
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan
                            (Full Title of the Plan)

                                 Kevin Armstrong
                             Chief Executive Officer
                                   Cosi, Inc.
                         1751 Lake Cook Road, 6th Floor
                            Deerfield, Illinois 60015
                                 (847) 597-8800
            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent For Service)

                                  Copies to:
                            Dennis J. Block, Esq.
                         William P. Mills, III, Esq.
                      Cadwalader, Wickersham & Taft LLP
                          One World Financial Center
                           New York, New York 10281
                                (212) 504-6000

                               ------------------

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
      Title of Each Class of Securities   Amount to be    Proposed Maximum Offering        Proposed Maximum            Amount of
              to be Registered            Registered(1)        Price Per Unit         Aggregate Offering Price(3)   Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share   2,795,000(2)           $9.72(3)                  $27,167,400(3)              $2,906.91
Common Stock, par value $0.01 per share     905,000(4)           $9.72(5)                   $8,796,600(5)                $941.24
Total                                     3,700,000                                        $35,964,000                 $3,848.15
------------------------------------------------------------------------------------------------------------------------------------
(1)   Plus such indeterminate number of shares pursuant to Rule 416 as may be
      issued in respect of stock splits, stock dividends and similar
      transactions.
(2)   Represents the registration of an aggregate of 2,795,000 shares of common
      stock of Cosi, Inc. that will be issued or will be issuable upon exercise
      of
options reserved for grant under the Cosi, Inc. 2005 Omnibus Long-Term
      Incentive Plan.
(3)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
      as amended, based on the average of the high and low sales prices of the
      common stock ($9.72) on the Nasdaq National Market on March 27, 2006.
(4)   Represents the registration of 905,000 shares of common stock of Cosi,
      Inc. granted under the Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan.
(5)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
      as amended, based on the average of the high and low sales prices of the
      common stock ($9.72) on the Nasdaq National Market on March 27, 2006.

                                        2
EXPLANATORY NOTE

      Cosi, Inc. (the "Company") has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), to register (i) issuances of 905,000 shares
of restricted common stock, par value $0.01 per share ("Common Stock"),
previously issued under the Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan
(the "Omnibus Plan") (ii) future issuances of up to 2,795,000 shares of common
stock in the event of awards under the Omnibus Plan. The Omnibus Plan replaces
the Amended and Restated Cosi, Inc. Stock Incentive Plan (the "Incentive Plan").
No further grants will be made under the Incentive Plan.

      This Registration Statement also includes a reoffer prospectus prepared in
accordance with General Instruction C of Form S-8 and in accordance with the
requirements of Part I of Form S-3. This reoffer prospectus may be used by
certain officers and directors of the Company to sell or otherwise dispose of
securities received as grants under, or as a result of the exercise of stock
options granted under, the Omnibus Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information required in Part I of this
Registration Statement will be sent or given to employees as specified in Rule
428(b)(1) of the Securities Act and are not filed as part of this Registration
Statement pursuant to the Note to Part I of Form S-8. Those documents and the
documents incorporated by reference into this Registration Statement, taken
together, constitute prospectuses that meet the requirements of Section 10(a) of
the Securities Act.

      Cosi, Inc. will deliver or cause to be delivered promptly, without charge,
to each person to whom information is required to be delivered, upon written or
oral request, a copy of the information that is incorporated by reference
pursuant to Item 3 of this Registration Statement and any other documents
required to be delivered pursuant to Rule 428(b).

                                       I-1
REOFFER PROSPECTUS

                                   Cosi, Inc.
                               1765 Lake Cook Road
                            Deerfield, Illinois 60015
                                 (847) 597-8800

                         905,000 Shares of Common Stock

      Certain of our employees, all of whom are named in this prospectus (the
"Selling Stockholders"), may offer and sell from time to time, for their own
accounts, up to 905,000 shares of Common Stock (the "Shares") that they acquired
in connection with grants of restricted stock units pursuant to the Omnibus
Plan. We will not receive any of the proceeds from the sale of the Shares.

      The Selling Stockholders may offer for sale or sell the Shares in varying
amounts through public or private transactions at prevailing market prices or at
privately negotiated prices. Sales may be made through brokers or to dealers,
who are expected to receive customary commissions or discounts.

      The Selling Stockholders and participating brokers and dealers may be
deemed to be "underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of Shares by those Selling Stockholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act. We will bear all expenses
incurred in connection with this offering, other than discounts, concessions and
commissions which are to be borne by the Selling Stockholders.

      Our common stock is traded on the Nasdaq National Market under the symbol
"COSI." On March 27, 2006, the last reported sale price of our Common Stock was
$9.78 per share.

      Our business and an investment in our common shares involve significant
risks. These risks are described under the caption "Risk Factors" beginning on
page 1 of this prospectus.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                 The date of this Prospectus is March 29, 2006.
You should only rely on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. Our common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.

                        ---------------------------------

                                TABLE OF CONTENTS

                                                                      Page
                                                                      ----

The Company..............................................................1

Risk Factors.............................................................1

Cautionary Note Regarding Forward-Looking Statements....................11

Use of Proceeds.........................................................13

Selling Stockholders....................................................13

Plan of Distribution....................................................14

Legal Matters...........................................................15

Experts.................................................................15

Where You Can Find More Information.....................................15

Incorporation of Certain Documents by Reference.........................16

                                        i
THE COMPANY

      We are a high quality, premium convenience restaurant company that owns
and operates company restaurants and offers franchises to qualified restaurant
operators. We are focused on knowing our customers and their food and dining
needs. We believe we meet our customers' needs by providing authentic,
innovative savory foods in tasteful upscale settings. We believe our customers
view us as an "affordable luxury." Our restaurant menus feature our authentic
hearth baked crackly crust flatbread, "Cosi Bread," which forms the basis for
savory sandwiches and pizzas and accompanies freshly tossed salads. We also
offer a full line of barista and blender products in addition to freshly brewed
coffees. Our food is ordered at the counter and made fresh with the convenience
of table delivery for eat-in dinner customers. We believe the combination of our
high quality, innovative menu items, inviting customer-oriented atmosphere and
multiple daypart dining convenience drives customer satisfaction and repeat
visits.

      Our principal executive offices are located at 1751 Lake Cook Road, Suite
60015, Deerfield, Illinois 60015 and our telephone number is (847) 597-8800.

                                  RISK FACTORS

      You should carefully consider each of the following risks, as well as all
of the other information contained in this prospectus, before deciding to invest
in our common stock. If any of these risks occurs, our business, financial
condition and results of operations may be adversely affected, the trading price
of our common stock could decline and you may lose part or all of your
investment.

                      Risks Related to Our Growth Strategy

We may not be able to achieve our planned expansion. If we are unable to
successfully open new restaurants, our revenue growth rate and profits may be
reduced.

      To successfully expand our business, we must open new restaurants on
schedule and in a profitable manner. In the past, we have experienced delays in
restaurant openings and we and our franchisees may experience similar delays in
the future. Delays or failures in opening new restaurants could hurt our ability
to meet our growth objectives, which may affect the expectations of securities
analysts and others and thus our stock price. We cannot guarantee that we or our
franchisees will be able to achieve our expansion goals or that new restaurants
will be operated profitably. Further, any restaurants that we or our franchisees
open may not obtain operating results similar to those of our existing
restaurants. Our ability to expand successfully will depend on a number of
factors, many of which are beyond our control. These factors include, but are
not limited to:

            o     locating suitable restaurant sites in new and existing
                  markets;

            o     negotiating acceptable lease terms;

            o     generating positive cash flow from existing and new
                  restaurants;

            o     successful operation and execution in new and existing
                  markets;

            o     recruiting, training and retaining qualified corporate and
                  restaurant personnel and management;

                                        1
o     attracting and retaining qualified franchisees;

            o     cost effective and timely planning, design and build-out of
                  restaurants;

            o     the reliability of our customer and market studies;

            o     consumer trends;

            o     obtaining and maintaining required local, state and federal
                  governmental approvals and permits related to the construction
                  of the sites and the sale of food and alcoholic beverages;

            o     creating customer awareness of our restaurants in new markets;

            o     competition in our markets, both in our business and in
                  locating suitable restaurant sites;

            o     the cost of our principal food products and supply and
                  delivery shortages or interruptions;

            o     weather conditions; and

            o     general economic conditions.

We must identify and obtain a sufficient number of suitable new restaurant sites
for us to sustain our revenue growth rate.

      We require that all proposed restaurant sites, whether company-owned or
franchised, meet site-selection criteria established by us. We and our
franchisees may not be able to find sufficient new restaurant sites to support
our planned expansion in future periods. We face significant competition from
other restaurant companies and retailers for sites that meet our criteria and
the supply of sites may be limited in some markets. As a result of these
factors, our costs to obtain and lease sites may increase, or we may not be able
to obtain certain sites due to unacceptable costs. Our inability to obtain
suitable restaurant sites at reasonable costs may reduce our growth rate, which
may affect the expectations of securities analysts and others and thus our stock
price.

Our expansion in existing markets can cause sales in some of our existing
restaurants to decline, which could result in restaurant closures.

      As part of our expansion strategy, we and our franchisees intend to open
new restaurants in our existing markets. Since we typically draw customers from
a relatively small radius around each of our restaurants, the sales performance
and customer counts for restaurants near the area in which a new restaurant
opens may decline due to cannibalization, which could result in restaurant
closures. In addition, new restaurants added in existing markets may not achieve
the same operating performance as our existing restaurants.

Our expansion into new markets may present increased risks due to our
unfamiliarity with the area. The restaurants we open in new geographic regions
may not achieve market acceptance.

      Some of our future franchised restaurants and company-owned restaurants
will be located in areas where we have little or no meaningful experience. Those
markets may have different demographic characteristics, competitive conditions,
consumer tastes and discretionary spending patterns than our existing markets
that may cause our new restaurants to be less successful than restaurants in our
existing

                                        2
markets. An additional risk in expansion into new markets is the lack of market
awareness of the Cosi brand. Restaurants opened in new markets may open at lower
average weekly sales volumes than restaurants opened in existing markets and may
have higher restaurant-level operating expense ratios than in existing markets.
Sales at restaurants opened in new markets may take longer to reach average
annual company-owned restaurant sales, if at all, thereby affecting the
profitability of these restaurants.

We may not be able to successfully incorporate a franchising and area developer
model into our strategy.

      We are incorporating a franchising and area developer model into our
business strategy in certain selected markets. We have not used a franchising or
area developer model prior to fiscal 2004 and may not be as successful as
predicted in attracting franchisees and developers to the Cosi concept or
identifying franchisees and developers that have the business abilities or
access to financial resources necessary to open our restaurants or to
successfully develop or operate our restaurants in a manner consistent with our
standards. Incorporating a franchising and area developer model into our
strategy also requires us to devote significant management and financial
resources to support the franchise of our restaurants. Our future performance
will depend on our franchisees' ability to execute our concept and capitalize
upon our brand recognition and marketing. We may not be able to recruit
franchisees who have the business abilities or financial resources necessary to
open restaurants on schedule, or who will conduct operations in a manner
consistent with our concept and standards. Our franchisees may not be able to
operate restaurants in a profitable manner. If we are not successful in
incorporating a franchising or area developer model into our strategy, we may
experience delays in our growth or may not be able to expand and grow our
business.

If our franchisees cannot develop or finance new restaurants, build them on
suitable sites or open them on schedule, our growth and success may be impeded.

      Our growth depends in part upon our ability to establish a successful and
effective franchise program and to attract qualified franchisees. If our
franchisees are unable to locate suitable sites for new restaurants, negotiate
acceptable lease or purchase terms, obtain the necessary financial or management
resources, meet construction schedules or obtain the necessary permits and
government approvals, our growth plans may be negatively affected. We cannot
assure you that any of the restaurants our franchisees open will be profitable.

Additional foodservice strategic alliances may not be successful and may
materially adversely affect our business and results of operations.

      We may decide to enter into additional alliances with third parties to
develop foodservice strategic alliances in select markets or through select
channels. Identifying strategic partners, negotiating agreements and building
such alliances may divert management's attention away from our existing
businesses and growth plans. If we are not successful in forming additional
foodservice strategic alliances, we may experience delays in our growth and may
not be able to expand and grow our business. If we do form additional strategic
alliances, we cannot assure you that the restaurants opened pursuant to these
strategic alliances will be profitable.

Any inability to manage our growth effectively could materially adversely affect
our operating results.

      Failure to manage our growth effectively could harm our business. We have
grown significantly since our inception and intend to grow substantially in the
future both through a franchising strategy and opening new company-owned
restaurants. Our existing restaurant management systems, financial and

                                        3
management controls and information systems may not be adequate to support our
planned expansion. Our ability to manage our growth effectively will require us
to continue to enhance these systems, procedures and controls. We must attract
and retain talented operating personnel to maintain the quality and service
levels at our existing and future restaurants. We may not be able to effectively
manage these or other aspects of our expansion. We cannot assure you that we
will be able to respond on a timely basis to all of the changing demands that
our planned expansion will impose on management and on our existing
infrastructure. If we are unable to manage our growth effectively, our business,
results of operations and financial condition could be materially adversely
impacted.

If we are unable to successfully integrate future acquisitions, our business
could be negatively impacted. Any acquisitions may also be costly.

      We may consider future strategic acquisitions. Acquisitions involve
numerous risks, including difficulties assimilating new operations and products.
In addition, acquisitions may require significant management time and capital
resources. We cannot assure you that we will have access to the capital required
to finance potential acquisitions on satisfactory terms, that any acquisition
would result in long-term benefits to us, or that management would be able to
manage effectively the resulting business. Future acquisitions are likely to
result in the incurrence of additional indebtedness, which could contain
restrictive covenants, or the issuance of additional equity securities, which
could dilute our existing stockholders. We may also pay too much for a concept
that we acquire relative to the actual economic return obtained. If our
integration efforts are unsuccessful, our business and results of operations
could suffer.

                          Risks Related to Our Business

If we are unable to execute our business strategy, we could be materially
adversely affected.

      Our ability to successfully execute our business strategy will depend on a
number of factors, some of which are beyond our control, including, but not
limited to:

            o     our ability to generate positive cash flow from operations;

            o     identification and availability of suitable restaurant sites;

            o     competition for restaurant sites and customers;

            o     negotiation of favorable leases;

            o     management of construction and development costs of new and
                  renovated restaurants;

            o     securing required governmental approvals and permits;

            o     recruitment and retention of qualified operating personnel;

            o     successful operation and execution in new and existing
                  markets;

            o     recruiting, training and retaining qualified corporate and
                  restaurant personnel and management;

            o     identification of under-performing restaurants and our ability
                  to improve or efficiently close under-performing restaurants,
                  including securing favorable lease termination terms;

                                        4
o     the rate of our internal growth, and our ability to generate
                  increased revenue from existing restaurants;

            o     our ability to incorporate a franchising and area developer
                  model into our strategy;

            o     competition in new and existing markets;

            o     the reliability of our customer and market studies;

            o     consumer trends;

            o     the cost of our principal food products and supply and
                  delivery shortages or interruptions;

            o     weather conditions; and

            o     general regional and national economic conditions.

      Each of these factors could delay or prevent us from successfully
executing our business strategy, which could adversely affect our growth,
revenues and our results of operations.

We have a limited operating history and we may be unable to achieve
profitability.

      There are currently 94 company-owned restaurants, five of which were
opened during the last quarter of fiscal 2004, one of which opened in each of
the second and third quarters of 2005, six of which opened in the fourth quarter
of 2005 and two of which opened in the first quarter of 2006. Accordingly,
limited historical information is available with which to evaluate our business
and prospects. As a result, forecasts of our future revenues, expenses and
operating results may not be as accurate as they would be if we had a longer
history of operations and of combined operations. In fiscal 2005, we incurred
net losses of $13.1 million, and, since we were formed, we have incurred net
losses of approximately $207.4 million through the end of fiscal 2005 primarily
due to funding operating losses, impairment charges, the cost of our merger in
1999, new restaurant opening expenses and lease termination costs. We intend to
continue to expend significant financial and management resources on the
development of additional restaurants, both company-owned and franchised. We
cannot predict whether we will be able to achieve or sustain revenue growth,
profitability or positive cash flow in the future. See "Management's Discussion
and Analysis of Financial Conditions and Results of Operations" and the
financial statements included in the 2005 Annual Report on Form 10-K for
information on the history of our losses.

If internally generated cash flow from our restaurants does not meet our
expectations, our business, results of operations and financial condition could
be materially adversely affected.

      Our cash resources, and therefore our liquidity, are highly dependent upon
the level of internally generated cash from operations and upon future financing
transactions. Although we believe that we have sufficient liquidity to fund our
working capital requirements for the next twelve months, if cash flows from our
existing restaurants or cash flows from new restaurants that we open do not meet
our expectations or are otherwise insufficient to satisfy our cash needs or
expansion plans, we may have to seek additional financing from external sources
to continue funding our operations or reduce or cease our plans to open or
franchise new restaurants. We cannot predict whether such financing will be
available on terms acceptable to us, or at all.

We may need additional capital in the future and it may not be available on
acceptable terms.

                                        5
Our business may require significant additional capital in the future to,
among other things, fund our operations, increase the number of company-owned or
franchised restaurants, expand the range of services we offer and finance future
acquisitions and investments. There is no assurance that financing will be
available on terms acceptable to us, or at all. Our ability to obtain additional
financing will be subject to a number of factors, including market conditions,
our operating performance and investor sentiment. These factors may make the
timing, amount, terms and conditions of additional financings unattractive to
us. If we are unable to raise additional capital, our business, results of
operations and financial condition could be materially adversely affected.

Our franchisees could take actions that could harm our business.

      Franchisees are independent contractors and are not our employees.
Although we have developed criteria to evaluate and screen prospective
franchisees, we are limited in the amount of control we can exercise over our
licensed franchisees, and the quality of franchised restaurant operations may be
diminished by any number of factors beyond our control. Franchisees may not have
the business acumen or financial resources necessary to successfully operate
restaurants in a manner consistent with our standards and requirements and may
not hire and train qualified managers and other restaurant personnel. Poor
restaurant operations may affect each restaurant's sales. Our image and
reputation, and the image and reputation of other franchisees, may suffer
materially and system-wide sales could significantly decline if our franchisees
do not operate successfully.

We could face liability from our franchisees.

      A franchisee or government agency may bring legal action against us based
on the franchisee/franchisor relationships. Various state and federal laws
govern our relationship with our franchisees and potential sales of our
franchised restaurants. If we fail to comply with these laws, we could be liable
for damages to franchisees and fines or other penalties. Expensive litigation
with our franchisees or government agencies may adversely affect both our
profits and our important relations with our franchisees.

Our financial results are affected by the financial results of our franchisees.

      We receive royalties from our franchisees. Our financial results are
therefore somewhat contingent upon the operational and financial success of our
franchisees, including implementation of our strategic plans, as well as their
ability to secure adequate financing. If sales trends or economic conditions
worsen for our franchisees, their financial health may worsen and our collection
rates may decline. Additionally, refusal on the part of franchisees to renew
their franchise agreements may result in decreased royalties. Entering into
restructured franchise agreements may result in reduced franchise royalty rates
in the future.

Our restaurants are currently concentrated in the Northeastern and Mid-Atlantic
regions of the United States, particularly in the New York City area.
Accordingly, we are highly vulnerable to negative occurrences in these regions.

      We currently operate 59 company-owned restaurants in Northeastern and
Mid-Atlantic states, of which 16 are located in the New York City area, the
majority of which are located in New York central business districts. As a
result, we are particularly susceptible to adverse trends and economic
conditions in these areas. In addition, given our geographic concentration,
negative publicity regarding any of our restaurants could have a material
adverse effect on our business and operations, as could other regional
occurrences impacting the local economies in these markets.

                                        6
You should not rely on past increases in our average unit volumes as an
indication of our future results of operations because they may fluctuate
significantly.

      A number of factors have historically affected, and will continue to
affect, our average unit sales, including, among other factors:

            o     our ability to execute our business and growth strategy
                  effectively;

            o     introduction of new menu items;

            o     sales performance by our new and existing restaurants;

            o     competition;

            o     general regional and national economic conditions;

            o     weather conditions; and

            o     consumer trends.

      It is not reasonable to expect our average unit volumes to increase at
rates achieved over the past several years. Changes in our average unit volumes
could cause the price of our common stock to fluctuate substantially.

Seasonality, inclement weather and other variable factors may adversely affect
our sales and results of operations and could cause our quarterly results to
fluctuate and fall below expectations of securities analysts and investors,
resulting in a decline in our stock price.

      Our business is subject to significant seasonal fluctuations and weather
influences on consumer spending and dining out patterns. Inclement weather may
result in reduced frequency of dining at our restaurants. Customer counts (and
consequently revenues) are generally highest in spring and summer months and
lowest during the winter months because of the high proportion of our
restaurants located in the Northeast where inclement weather affects customer
visits. As a result, our quarterly and yearly results have varied in the past,
and we believe that our quarterly operating results will vary in the future.
Other factors such as unanticipated increases in labor, commodity, energy,
insurance or other operating costs may also cause our quarterly results to
fluctuate. For this reason, you should not rely upon our quarterly operating
results as indications of future performance.

Our operations depend on governmental licenses and we may face liability under
"dram shop" statutes.

      We are subject to extensive federal, state and local government
regulations, including regulations relating to alcoholic beverage control, the
preparation and sale of food, public health and safety, sanitation, building,
zoning and fire codes. Our business depends on obtaining and maintaining
required food service and/or liquor licenses for each of our restaurants. If we
fail to obtain or maintain all necessary licenses, we may be forced to delay or
cancel new restaurant openings and close or reduce operations at existing
locations. In addition, our sale of alcoholic beverages subjects us to "dram
shop" statutes in some states. These statutes allow an injured person to recover
damages from an establishment that served alcoholic beverages to an intoxicated
person. Although we take significant precautions to ensure that all employees
are trained in the responsible service of alcohol and maintain insurance
policies in accordance with all state regulations regarding the sale of
alcoholic beverages, the misuse of alcoholic

                                        7
beverages by customers may create considerable risks for us. If we are the
subject of a judgment substantially in excess of our insurance coverage, or if
we fail to maintain our insurance coverage, our business, financial condition,
operating results or cash flows could be materially and adversely affected. See
"Business -- Government Regulation" in the 2005 Annual Report on Form 10-K for a
discussion of the regulations with which we must comply.

Our failure or inability to enforce our trademarks or other proprietary rights
could adversely affect our competitive position or the value of our brand.

      We own certain common law trademark rights and a number of federal and
international trademark and service mark registrations, and proprietary rights
to certain of our core menu offerings. We believe that our trademarks and other
proprietary rights are important to our success and our competitive position.
We, therefore, devote appropriate resources to the protection of our trademarks
and proprietary rights. The protective actions that we take, however, may not be
enough to prevent unauthorized usage or imitation by others, which might cause
us to incur significant litigation costs and could harm our image or our brand
or competitive position.

      We also cannot assure you that third parties will not claim that our
trademarks or offerings infringe the proprietary rights of third parties. Any
such claim, whether or not it has merit, could be time-consuming, result in
costly litigation, cause product delays or require us to enter into royalty or
licensing agreements. As a result, any such claim could have a material adverse
effect on our business, results of operations and financial condition.

We hold significant amounts of illiquid assets and may have to dispose of them
on unfavorable terms.

      A certain portion of our assets, such as leasehold improvements and
equipment, are illiquid. These assets cannot be converted into cash quickly and
easily. We may be compelled to dispose of these illiquid assets on unfavorable
terms, which could have an adverse effect on our business.

We may face litigation that could have a material adverse effect on our
business, financial condition and results of operations.

      From time to time, we are a defendant in litigation arising in the
ordinary course of our business. Our customers may file complaints or lawsuits
against us alleging that we are responsible for an illness or injury they
suffered at or after a visit to a Cosi restaurant, or alleging that there was a
problem with food quality or operations at a Cosi restaurant. We may also be
subject to a variety of other claims arising in the ordinary course of our
business, including personal injury claims, contract claims, claims from
franchisees and claims alleging violations of federal and state law regarding
workplace and employment matters, discrimination and similar matters. We could
also become subject to class action lawsuits related to these matters in the
future. To date, none of such litigation, some of which is covered by insurance,
has had a material adverse effect on our consolidated financial position,
results of operations or cash flows.

      Regardless of whether any future claims against us are valid or whether we
are found to be liable, claims may be expensive to defend and may divert our
management's attention away from our operations and hurt our performance. The
outcome of litigation, particularly class action lawsuits and regulatory
actions, is difficult to assess or quantify. Plaintiffs in these types of
lawsuits may seek recovery of very large or indeterminate amounts, and the
magnitude of the potential loss relating to such lawsuits may remain unknown for
substantial periods of time. A judgment significantly in excess of our insurance
coverage for any claims could materially adversely affect our financial
condition or results of operations. There may also be adverse publicity
associated with litigation that could decrease customer acceptance of

                                        8
our services or those of our franchisees, regardless of whether the allegations
are valid or whether we are ultimately found liable. As a result, litigation may
adversely affect our business, financial condition and results of operations.
Moreover, complaints, litigation or adverse publicity experienced by one or more
of our franchisees could also hurt our business as a whole.

We have a new management team that does not have proven success with the
Company.

      Some members of our management team have been in place for only a
relatively short period of time. They do not have previous experience with us,
and we cannot assure you that they will fully integrate themselves into our
business or that they will effectively manage our business affairs. Our failure
to assimilate the new members of management, the failure of the new members of
management to perform effectively, or the loss of any of the new members of
management could have a material adverse effect on our business, financial
condition and results of operations.

If we are unable to protect our customers' credit card data, we could be exposed
to data loss, litigation and liability, and our reputation could be
significantly harmed.

      In connection with credit card sales, we transmit confidential credit card
information securely over public networks and store it in our data warehouse.
Third parties may have the technology or know-how to breach the security of this
customer information, and our security measures may not effectively prohibit
others from obtaining improper access to this information. If a person is able
to circumvent our security measures, he or she could destroy or steal valuable
information or disrupt our operations. Any security breach could expose us to
risks of data loss, litigation and liability and could seriously disrupt our
operations and any resulting negative publicity could significantly harm our
reputation.

                   Risks Relating to the Food Service Industry

Our business is affected by changes in consumer preferences.

      Our success depends, in part, upon the popularity of our food products,
our ability to develop new menu items that appeal to consumers and what we
believe is an emerging trend in consumer preferences toward premium convenience
restaurants. We depend on consumers who prefer made-to-order food in a
sophisticated environment and are willing to pay a premium price for our
products. We also depend on trends toward consumers eating away from home more
often. Shifts in consumer preferences away from our restaurants or cuisine, our
inability to develop new menu items that appeal to consumers or changes in our
menu that eliminate items popular with some consumers could harm our business
and future profitability.

General economic conditions and the effects of the war on terrorism may cause a
decline in discretionary consumer spending, which would negatively affect our
business.

      Our success depends to a significant extent on discretionary consumer
spending, which is influenced by general economic and political conditions and
the availability of discretionary income. Accordingly, we may experience
declines in sales during economic downturns or during periods of uncertainty
like that which followed the September 11, 2001 terrorist attacks on the United
States. In addition, economic uncertainty due to military action overseas, such
as in Iraq and post-war military, diplomatic or financial responses, may lead to
further declines in sales. Any decline in consumer spending or economic
conditions could reduce customer traffic or impose practical limits on pricing,
either of which could have a material adverse effect on our sales, results of
operations, business and financial condition.

                                        9
Our success depends on our ability to compete with many food service businesses.

      The restaurant industry is intensely competitive and we compete with many
well-established food service companies on the basis of taste, quality and price
of product offered, customer service, atmosphere, location and overall guest
experience. We compete with other sandwich retailers, specialty coffee
retailers, bagel shops, fast-food restaurants, delicatessens, cafes, bars,
take-out food service companies, supermarkets and convenience stores. Our
competitors change with each daypart (breakfast, lunch and dinner), ranging from
coffee bars and bakery cafes to casual dining chains. Aggressive pricing by our
competitors or the entrance of new competitors into our markets could reduce our
sales and profit margins.

      Many of our competitors or potential competitors have substantially
greater financial and other resources than we do, which may allow them to react
to changes in pricing, marketing and the quick service restaurant industry
better than we can. As competitors expand their operations, we expect
competition to intensify. We also compete with other employers in our markets
for hourly workers and may be subject to higher labor costs.

Fluctuations in coffee prices could adversely affect our operating results.

      The price of coffee, one of our main products, can be highly volatile.
Although most coffee trades on the commodity markets, coffee of the quality we
seek tends to trade on a negotiated basis at a substantial premium above
commodity coffee pricing, depending on supply and demand at the time of the
purchase. Supplies and prices of green coffee can be affected by a variety of
factors, such as weather, politics and economics in the producing countries. An
increase in pricing of specialty coffees could have a significant adverse effect
on our profitability. To mitigate the risks of increasing coffee prices and to
allow greater predictability in coffee pricing, we typically enter into
short-term purchasing arrangements for a portion of our green coffee
requirements. We cannot assure you that these activities will be successful or
that they will not result in our paying substantially more for our coffee supply
than we would have been required to pay absent such activities. We purchase
coffee through a single supplier under an agreement that expires in June 2010.

Changes in food and supply costs could adversely affect our results of
operations.

      Our profitability depends in part on our ability to anticipate and react
to changes in food and supply costs. We rely on a single primary distributor of
our food and paper goods. Although we believe that alternative distribution
sources are available, any increase in distribution prices or failure by our
distributor to perform could adversely affect our operating results. In
addition, we are susceptible to increases in food costs as a result of factors
beyond our control, such as weather conditions and government regulations.
Failure to anticipate and adjust our purchasing practices to these changes could
negatively impact our business.

The food service industry is affected by litigation and publicity concerning
food quality, health and other issues, which can cause customers to avoid our
products and result in liabilities.

      Food service businesses can be adversely affected by litigation and
complaints from customers or government authorities resulting from food quality,
illness, injury or other health concerns or operating issues stemming from one
restaurant or a limited number of restaurants. Adverse publicity about these
allegations may negatively affect us, regardless of whether the allegations are
true, by discouraging customers from buying our products. We could also incur
significant liabilities if a lawsuit or claim results in a decision against us
or if we incur litigation costs, regardless of the result.

                                       10
Our business could be adversely affected by increased labor costs or labor
shortages.

      Labor is a primary component in the cost of operating our business. We
devote significant resources to recruiting and training our managers and
employees. Increased labor costs, due to competition, increased minimum wage or
employee benefits costs or otherwise, would adversely impact our operating
expenses. In addition, our success depends on our ability to attract, motivate
and retain qualified employees, including restaurant managers and staff, to keep
pace with our needs. If we are unable to do so, our results of operations may be
adversely affected.

              CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

      We caution that any forward-looking statements (as such term is defined in
the Private Securities Litigation Reform Act of 1995) contained or incorporated
by reference in this Form S-8 or made by our management involve risks and
uncertainties and are subject to change based on various important factors, many
of which may be beyond our control. Accordingly, our future performance and
financial results may differ materially from those expressed or implied in any
such forward-looking statements. For these statements, we claim the protection
of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Any such forward-looking statements
are subject to risks and uncertainties, including those described in this
registration statement. If any of these risks or uncertainties actually occurs,
our business, financial condition or operating results could be materially and
adversely affected, and the trading price of our common stock could decline. We
do not undertake to publicly update or revise our forward-looking statements
even if experience our future changes make it clear that any projected results
expressed or implied therein will not be realized.

            o     the cost of our principal food products and supply and
                  delivery shortages or interruptions;

            o     labor shortages or increased labor costs;

            o     changes in consumer preferences and demographic trends;

            o     competition in our markets, both in our business and locating
                  suitable restaurant sites;

            o     our operation and execution in new and existing markets;

            o     expansion into new markets;

            o     our ability to attract and retain qualified franchisees;

            o     our ability to locate suitable restaurant sites in new and
                  existing markets and negotiate acceptable lease terms;

            o     the rate of our internal growth, and our ability to generate
                  increased revenue from our existing restaurants;

            o     our ability to generate positive cash flow from existing and
                  new restaurants;

            o     fluctuations in our quarterly results due to seasonality;

            o     increased government regulation and our ability to secure
                  required governmental approvals and permits;

            o     our ability to create customer awareness of our restaurants in
                  new markets;

                                       11
o     the reliability of our customer and market studies;

            o     cost effective and timely planning, design and build-out of
                  new restaurants;

            o     our ability to recruit, train and retain qualified corporate
                  and restaurant personnel and management;

            o     market saturation due to new restaurant openings;

            o     inadequate protection of our intellectual property;

            o     adverse weather conditions which impact customer traffic at
                  our restaurants; and

            o     adverse economic conditions.

The words "believe," "may," "will," "should," "anticipate," "estimate,"
"expect," "intend," "objective," "seek," "plan," "strive," "project" or similar
words, or the negatives of these words, identify forward-looking statements. We
qualify any forward-looking statements entirely by these cautionary factors.

                                       12
USE OF PROCEEDS

      The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the Selling Stockholders. We will not
receive any proceeds from any sale of shares by the Selling Stockholders.

                              SELLING STOCKHOLDERS

      This prospectus relates to shares of common stock that have been acquired
by the Selling Stockholders named below in connection with grants of restricted
stock pursuant to the Omnibus Plan.

      Each of the Selling Stockholders is an employee or director of the
Company. The following table sets forth:

            o     the name and principal position or positions of each Selling
                  Stockholder over the past three years with the Company;

            o     the number of shares of common stock each Selling Stockholder
                  beneficially owned as of March 20, 2006;

            o     the number of shares of common stock acquired by each Selling
                  Stockholder in connection with grants of restricted stock
                  pursuant to the Omnibus Plan and being registered under this
                  Registration Statement, some or all of which shares may be
                  sold pursuant to this prospectus; and

            o     the number of shares of common stock and the percentage, if 1%
                  or more, of the total class of common stock outstanding to be
                  beneficially owned by each Selling Stockholder following this
                  offering, assuming the sale pursuant to this offering of all
                  shares acquired by such Selling Stockholder in connection with
                  grants of restricted stock pursuant to the Omnibus Plan and
                  registered under this Registration Statement.

      There is no assurance that any of the Selling Stockholders will sell any
or all of the shares offered by them under this Registration Statement. The
information included in the table assumes that each selling stockholder will
elect to sell all of his shares set forth under "Shares Covered by this
Prospectus."

--------------------------------------------------------------------------------
                                                            Shares Beneficially
                                                             Owned After this
                                                                 Offering
                                                           ---------------------
                                               Shares
                   Position       Shares      Covered by
    Selling        with the    Beneficially      this
  Stockholder      Company        Owned       Prospectus   Number  Percentage(1)
--------------------------------------------------------------------------------
Kevin Armstrong  Chief        1,014,318 (2)    300,000    714,318     1.81%
                 Executive
                 Officer and
                 President
--------------------------------------------------------------------------------
William D.       Executive    1,664,062 (3)    200,000  1,464,062     3.74%
Forrest          Chairman
--------------------------------------------------------------------------------

                                       13
--------------------------------------------------------------------------------
William Koziel   Chief           68,490 (4)     37,500      30,990       *
                 Financial
                 Officer;
                 Controller
--------------------------------------------------------------------------------
Gilbert Melott   Executive      157,564 (5)     75,000      82,564       *
                 Vice
                 President--
                 Operations
                 and People
--------------------------------------------------------------------------------
Paul Seidman     Vice           101,848 (6)     75,000      26,848       *
                 President--
                 Food
                 & Beverage
--------------------------------------------------------------------------------
Vicki J. Baue    General         42,500 (7)     37,500       5,000       *
                 Counsel
--------------------------------------------------------------------------------
Peter A. Lucas   Regional        46,316 (8)     37,500       8,816       *
                 Vice
                 President
                 Operations-
                 Mid
                 Atlantic;
                 Vice
                 President--
                 Cosi/Federated
                 Operations;
                 District
                 Manager
--------------------------------------------------------------------------------
Tom Kelleher     former           7,500 (9)      7,500          --       *
                 employee
                 (Regional
                 Vice
                 President
                 Operations
                 - East
                 Coast)
--------------------------------------------------------------------------------
Robert Speirs    Regional        45,116 (10)    37,500       7,616       *
                 Vice
                 President
                 Operations
                 - East
                 Coast;
                 Regional
                 Vice
                 President
                 Operations
                 - Midwest
--------------------------------------------------------------------------------
Patrick J.       Vice            77,015 (11)    75,000       2,015       *
Donnellan        President
                 of Business
                 Development;
                 Vice
                 President
                 of
                 Development
                 Strategy
--------------------------------------------------------------------------------
Becky Iliff      Vice            22,500 (12)    22,500         --        *
                 President
                 People
--------------------------------------------------------------------------------

                                       14
* Represents less than 1%.

(1) Ownership percentages are based on 38,827,672 shares of common stock
outstanding as of March 20, 2006. With respect to each person, percentage
ownership is calculated by dividing the number of shares beneficially owned by
such person by the sum of the number of outstanding shares at such date and the
number of shares such person has the right to acquire upon exercise of options
or warrants that are currently exercisable or are exercisable on or before the
date 60 days after the date of filing.

(2) Includes 300,000 shares of restricted stock granted to Mr. Armstrong under
the Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan, pursuant to an employment
agreement dated May 9, 2005. 20% of such restricted shares became fully vested
upon issuance. As long as Mr. Armstrong remains in the continuous employ of the
company on each of May 9, 2006, May 9, 2007, May 9, 2008, and May 9, 2009, an
additional 20% of the restricted shares will become fully vested on each such
date. Also includes 714,318 shares of common stock issuable upon exercise of
outstanding options at a weighted average exercise price of $1.95.

(3) Includes 200,000 shares of restricted stock granted to Mr. Forrest under the
Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan, pursuant to his new employment
agreement dated December 12, 2005. 20% of such restricted shares became fully
vested upon issuance. As long as Mr. Forrest remains in the continuous employ of
the Company on each of December 12, 2006, December 12, 2007, December 12, 2008,
and December 12, 2009, an additional 20% of the restricted shares will become
fully vested on each such date. Also includes 309,109 shares of common stock
issuable upon exercise of outstanding options at a weighted average exercise
price of $3.14, pursuant to the February 9, 2004 addendum to Mr. Forrest's
former employment agreement. In accordance with Mr. Forrest's employment
agreement dated June 26, 2003, an additional 523,546 shares of restricted stock
were granted to Mr. Forrest in connection with the Company's rights offering,
which are held by Forrest Family LLC. 631,407 shares are restricted stock issued
to Mr. Forrest pursuant to an employment agreement dated June 26, 2003.

(4) Includes 30,990 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $4.83 per share. Also includes
37,500 shares of restricted stock granted to Mr. Koziel under the Cosi, Inc.
2005 Omnibus Long-Term Incentive Plan. 20% of such restricted shares became
fully vested upon issuance. As long as Mr. Koziel remains in the continuous
employ of the Company on each of May 31, 2006, May 31, 2007, May 31, 2008, and
May 31, 2009, an additional 20% of the restricted shares will fully vest on each
such date.

(5) Includes 82,564 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $2.78 per share. Also includes
75,000 shares of restricted stock granted to Mr. Melott under the Cosi, Inc.
2005 Omnibus Long-Term Incentive Plan. 20% of such restricted shares became
fully vested upon issuance. As long as Mr. Melott remains in the continuous
employ of the Company on each of May 31, 2006, May 31, 2007, May 31, 2008, and
May 31, 2009, an additional 20% of the restricted shares will fully vest on each
such date.

(6) Includes 26,848 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $4.83. Also includes 75,000
shares of restricted stock granted to Mr. Seidman under the Cosi, Inc. 2005
Omnibus Long-Term Incentive Plan. 20% of such restricted shares became fully
vested upon issuance. As long as Mr. Seidman remains in the continuous employ of
the Company on each of May 31, 2006, May 31, 2007, May 31, 2008, and May 31,
2009, an additional 20% of the restricted shares will fully vest on each such
date.

(7) Includes 5,000 shares of common stock issuable upon exercise of outstanding
options at an exercise price of $5.20. Also includes 37,500 shares of restricted
stock granted to Ms. Baue under the Cosi, Inc. 2005 Long-Term Incentive Plan.
20% of such restricted shares became fully vested upon issuance. As long as Ms.
Baue remains in the continuous employ of the Company on each of May 31, 2006,
May 31, 2007, May 31, 2008, and May 31, 2009, an additional 20% of the
restricted shares will fully vest on each such date.

(8) Includes 8,816 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $4.00. Also includes 37,500
shares of restricted stock granted to Mr. Lucas under the Cosi, Inc. 2005
Long-Term Incentive Plan. 20% of such restricted shares became fully vested upon
issuance. As long as Mr.

                                       15
Lucas remains in the continuous employ of the Company on each of May 31, 2006,
May 31, 2007, May 31, 2008, and May 31, 2009, an additional 20% of the
restricted shares will fully vest on each such date.

(9) Includes 7,500 shares of restricted stock granted to Mr. Kelleher under the
Cosi, Inc. 2005 Long-Term Incentive Plan, representing the 20% of such
restricted shares that became fully vested upon issuance.

(10) Includes 7,616 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $5.31. Also includes 37,500
shares of restricted stock granted to Mr. Speirs under the Cosi, Inc. 2005
Long-Term Incentive Plan. 20% of such restricted shares became fully vested upon
issuance. As long as Mr. Speirs remains in the continuous employ of the Company
on each of May 31, 2006, May 31, 2007, May 31, 2008, and May 31, 2009, an
additional 20% of the restricted shares will fully vest on each such date.

(11) Includes 2,015 shares of common stock issuable upon exercise of outstanding
options at an exercise price of $5.56. Also includes 75,000 shares of restricted
stock granted to Mr. Donnellan under the Cosi, Inc. 2005 Long-Term Incentive
Plan. 40% of such restricted shares became fully vested upon issuance. As long
as Mr. Donnellan remains in the continuous employ of the company on each of
January 23, 2007, January 23, 2008, and January 23, 2009, an additional 20% of
the restricted shares will fully vest on each such date.

(12) Includes 22,500 shares of restricted stock granted to Ms. Iliff under the
Cosi, Inc. 2005 Long-Term Incentive Plan. 20% of such restricted shares became
fully vested upon issuance. As long as Ms. Iliff remains in the continuous
employ of the Company on each of November 7, 2006, November 7, 2007, November 7,
2008, and November 7, 2009, an additional 20% of the restricted shares will
fully vest on each such date.

                              PLAN OF DISTRIBUTION

      The Selling Stockholders, or their pledgees, donees, transferees or other
successors in interest, may sell shares pursuant to this prospectus from time to
time:

            o     in transactions on the Nasdaq National Market;

            o     in the public market off the Nasdaq National Market;

            o     in privately negotiated transactions;

            o     through put or call options transactions relating to the
                  shares; or

            o     in a combination of all such transactions.

      Each sale may be made either at the market price prevailing at the time of
sale or at a negotiated price. Sales may be made through brokers or to dealers,
and such brokers or dealers may receive compensation in the form of commissions
or discounts not exceeding those customary in similar transactions. Any shares
covered by this prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by a Selling Stockholder will be borne by that Selling
Stockholder.

      The Selling Stockholders and any dealer acting in connection with the
offering or any broker executing a sell order on behalf of a Selling Stockholder
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of shares by a Selling Stockholder and any
commissions or discounts received by any such broker or dealer may be deemed to
be underwriting compensation under the Securities Act. In addition, any such
broker or dealer may be

                                       16
required to deliver a copy of this prospectus to any person who purchases
any of the shares from or through such broker or dealer.

                                  LEGAL MATTERS

      Certain legal matters with respect to the validity of the common stock
will be passed upon for us by Cadwalader, Wickersham & Taft LLP, New York, New
York.

                                     EXPERTS

      The consolidated financial statements of Cosi, Inc. and subsidiaries and
management's report on the effectiveness of internal control over financial
reporting, incorporated by reference in this Registration Statement have been
audited by BDO Seidman, LLP, an independent registered public accounting firm,
to the extent and for the periods set forth in their reports incorporated herein
by reference, and are incorporated herein in reliance upon such reports given
upon the authority of said firm as experts in auditing and accounting.

      The consolidated financial statements for the year ended December 29,
2003, of Cosi, Inc. appearing in Cosi Inc.'s Annual Report (Form 10-K) for the
year ended January 2, 2006, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their report thereon,
included therein, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We file current, quarterly and annual reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act") with the Securities and Exchange Commission (the "SEC"). You may
read and copy any of these filed documents at the SEC's public reference room
located at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room.
Our SEC filings are also available to the public from the SEC's internet site at
http://www.sec.gov.

      Our website is http://www.getcosi.com (which is not intended to be an
active hyperlink in this prospectus). We make available free of charge on our
website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of
directors and executive officers and any amendments to such reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after such material is electronically filed with, or
furnished to, the SEC. The information contained on, connected to or that can be
accessed via our website is not part of this prospectus.

      We have filed with the SEC a Registration Statement on Form S-8 under the
Securities Act with respect to the shares of common stock offered by this
prospectus. This prospectus, which constitutes a part of that Registration
Statement, does not include all the information contained in that Registration
Statement and its exhibits. For further information with respect to us and our
common stock, you should consult the Registration Statement and its exhibits.

                                       17
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      Statements contained in this prospectus concerning the provisions of any
documents are necessarily summaries of those documents, and each statement is
qualified in its entirety by reference to the copy of the document filed with
the SEC. The Registration Statement and any of its amendments, including
exhibits filed as a part of the Registration Statement or an amendment to the
Registration Statement, are available for inspection and copying through the
entities listed above.

      The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to documents containing that information. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the following documents filed by
us with the SEC and any future filings we will make with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is
complete or terminated:

      (i)   the Annual Report on Form 10-K for the fiscal year ended January 2,
            2006 (SEC File No. 000-50052);

      (ii)  the Current Report on Form 8-K filed on March 24, 2006; and

      (iii) the description of our common stock contained in the registration
            statement on Form 8-A filed pursuant to Section 12 of the Exchange
            Act on October 25, 2002 (SEC File No. 333-86390), including any
            amendments or reports filed for the purpose of updating such
            description.

      We will provide to you without charge a copy of any or all documents
incorporated by reference into this prospectus, including any exhibits to such
documents that are specifically incorporated by reference in those documents.
You may request copies by writing or telephoning us at our Investor Relations
Department, Cosi, Inc., 1751 Lake Cook Road, Deerfield, Illinois, 60015;
telephone number (847) 597-8800.

                                       18
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents, as filed with the SEC by the Company are
incorporated herein by reference:

      1.    the Annual Report on Form 10-K for the fiscal year ended January 2,
            2006 (SEC File No. 000-50052);

      2.    the Current Report on Form 8-K filed on March 24, 2006; and

      3.    the description of our common stock contained in the registration
            statement on Form 8-A filed pursuant to Section 12 of the Exchange
            Act on October 25, 2002 (SEC File No. 333-86390), including any
            amendments or reports filed for the purpose of updating such
            description.

      All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold will be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof from the date
of filing of such documents.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      None.

Item 6. Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law permits
indemnification of officers, directors, and other corporate agents under certain
circumstances and subject to certain limitations. The Company's Amended and
Restated Certificate of Incorporation and By-laws provide that the Company will
indemnify its directors and officers, and anyone who is or was serving at the
Company's request as a director, officer, employee, fiduciary, or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, to the fullest extent permitted under Delaware law. These
indemnification provisions may be sufficiently broad to permit indemnification
of the Company's executive officers and directors for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.

      The Company maintains directors' and officers' liability insurance against
any actual or alleged error, misstatement, misleading statement, act, omission,
neglect or breach of duty by any director or officer, excluding certain matters
including fraudulent, dishonest or criminal acts or self dealing.

Item 7. Exemption From Registration Claimed.

      With respect to the restricted securities reoffered or resold pursuant to
this Registration Statement, the Company claimed an exemption from registration
under the Securities Act pursuant to Section 4(2) thereof and because certain
issuances did not involve a purchase or sale for purposes of the

                                      II-1
Securities Act. Such restricted securities were issued pursuant to the Cosi,
Inc. 2005 Omnibus Long-Term Incentive Plan.

Item 8. Exhibits.

      4.1   Form of Certificate of Common Stock.

      4.2   Rights Agreement between Cosi, Inc. and American Stock Transfer and
            Trust Company as Rights Agent dated November 21, 2002 (Filed as
            Exhibit 4.2 to the Company's Annual Report on Form 10-K for the
            period ended December 30, 2002).

      4.3   Amended and Restated Registration Agreement, dated as of March 30,
            1999 (Filed as Exhibit 4.3 to the Company's Registration Statement
            on Form S-1, file #333-86390).

      4.4   Supplemental Registration Rights Agreement, dated as of August 5,
            2003 by and among the Company and the parties thereto (Filed as
            Exhibit 4.4.2 to the Company's Registration Statement on Form S-1,
            file #333-107689).

      4.5   Amendment No. 1 to Rights Agreement dated as of November 21, 2002,
            between Cosi, Inc. and American Stock Transfer and Trust Company, as
            rights agent (Filed as Exhibit 4.3 to the Company's Quarterly Report
            on Form 10-Q for the fiscal quarter ended March 31, 2003).

      5.1*  Opinion of Cadwalader, Wickersham & Taft LLP as to the legality of
            the securities being registered.

      23.1* Consent of BDO Seidman LLP, independent registered public accounting
            firm.

      23.2* Consent of Ernst & Young LLP, independent registered public
            accounting firm.

      24.1* Power of Attorney (included on the signature page of this
            Registration Statement).

*  Filed herewith.

Item 9. Undertakings.

      The undersigned registrant hereby undertakes:

      (a)(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 this 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 this
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in the volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the SEC pursuant to
      Rule 424(b) if, in the aggregate, the changes in volume and price
      represent no more than 20 percent change in the maximum aggregate offering
      price set forth in the "Calculation of Registration Fee" table in the
      effective Registration Statement;

                                      II-2
(iii) to include any material information with respect to the plan
      of distribution not previously disclosed in this Registration Statement or
      any material change to such information in this 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 SEC
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the 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 will 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.

      (b) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions referred to in this Registration
Statement, or otherwise, the registrant has been advised that in the opinion of
the SEC 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.

                                      II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Deerfield, state of Illinois, on March 29, 2006.

                                                     COSI, INC.

                                       By:/s/KEVIN ARMSTRONG
                                          --------------------------------------
                                          Kevin Armstrong
                                          Chief Executive Officer and
                                          President

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kevin Armstrong and William D. Forrest, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform such and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

      Signature                       Title                      Date
-----------------------   ----------------------------   -----------------------

/s/WILLIAM D. FORREST
-----------------------
William D. Forrest        Executive Chairman             March 29, 2006

/s/KEVIN ARMSTRONG        Chief Executive Officer,
-----------------------   President and Director
Kevin Armstrong           (Principal Executive Officer)  March 29, 2006

/s/ELI COHEN
-----------------------
Eli Cohen                 Director                       March 29, 2006

/s/CREED L. FORD III
-----------------------
Creed L. Ford III         Director                       March 29, 2006

/s/MARK DEMILIO
-----------------------
Mark Demilio              Director                       March 29, 2006
Signature                       Title                      Date
-----------------------   ----------------------------   -----------------------

/s/ROBERT MERRITT
-----------------------
Robert Merritt            Director                       March 29, 2006

/s/WILLIAM KOZIEL         Chief Financial Officer
-----------------------   (Principal Financial and
William Koziel            Accounting Officer)            March 29, 2006

-----------------------
Michael O'Donnell         Director
EXHIBIT INDEX

      4.1   Form of Certificate of Common Stock.

      4.2   Rights Agreement between Cosi, Inc. and American Stock Transfer and
            Trust Company as Rights Agent dated November 21, 2002 (Filed as
            Exhibit 4.2 to the Company's Annual Report on Form 10-K for the
            period ended December 30, 2002).

      4.3   Amended and Restated Registration Agreement, dated as of March 30,
            1999 (Filed as Exhibit 4.3 to the Company's Registration Statement
            on Form S-1, file #333-86390).

      4.4   Supplemental Registration Rights Agreement, dated as of August 5,
            2003 by and among the Company and the parties thereto (Filed as
            Exhibit 4.4.2 to the Company's Registration Statement on Form S-1,
            file #333-107689).

      4.5   Amendment No. 1 to Rights Agreement dated as of November 21, 2002,
            between Cosi, Inc. and American Stock Transfer and Trust Company, as
            rights agent (Filed as Exhibit 4.3 to the Company's Quarterly Report
            on Form 10-Q for the fiscal quarter ended March 31, 2003).

      5.1*  Opinion of Cadwalader, Wickersham & Taft LLP as to the legality of
            the securities being registered.

      23.1* Consent of BDO Seidman LLP, independent registered public accounting
            firm.

      23.2* Consent of Ernst & Young LLP, independent registered public
            accounting firm.

      24.1* Power of Attorney (included on the signature page of this
            Registration Statement).

*  Filed herewith.