AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2003

                                                  REGISTRATION NO. 333-_________
================================================================================
--------------------------------------------------------------------------------


                       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 orOrganization)

                 242 WEST 36TH STREET, NEW YORK, NEW YORK 10018
                 ----------------------------------------------
                         (Address of Principal Executive
                               Offices) (Zip Code)

                 AMENDED AND RESTATED COSI STOCK INCENTIVE PLAN
               COSI SANDWICH BAR, INC. INCENTIVE STOCK OPTION PLAN
                              (Full Title of Plans)

                           JONATHAN M. WAINWRIGHT, JR.
                             CHIEF EXECUTIVE OFFICER
                                   COSI, INC.
                              242 WEST 36TH STREET
                            NEW YORK, NEW YORK 10018
                                 (212) 653-1600
                       (Name, Address, including Zip Code,
                              and Telephone Number,
                        including Area Code, of Agent For
                                    Service)

                                    COPY TO:
                             WILLIAM P. MILLS, ESQ.
                        CADWALADER, WICKERSHAM & TAFT LLP
                                 100 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                                 (212) 504-6000

                             ----------------------
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================ ======================== ========================= ======================== ========================

  TITLE OF EACH CLASS OF           AMOUNT TO BE           PROPOSED MAXIMUM          PROPOSED MAXIMUM             AMOUNT OF
SECURITIES TO BE REGISTERED       REGISTERED(1)       OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE     REGISTRATION FEE
---------------------------- ------------------------ ------------------------- ------------------------ ------------------------
<S>                          <C>                      <C>                       <C>                      <C>
AMENDED AND RESTATED COSI
STOCK INCENTIVE PLAN
Common Stock................     2,257,924 shares            $11.76 (2)                $26,553,186               $2,148.15
Common Stock................     3,278,911 shares            $ 1.30 (3)                $ 4,262,584               $  344.84

COSI SANDWICH BAR, INC.
INCENTIVE STOCK OPTION PLAN
Common Stock................       963,165 shares            $ 6.59 (2)                $ 6,347,257               $  513.49



TOTAL                            6,500,000 shares                                                                $3,006.48
============================ ======================== ========================= ======================== ========================
<FN>
(1)  Plus such indeterminate number of shares pursuant to Rule 416 of the
     Securities Act of 1933, as amended (the "Securities Act"), as may be issued
     in respect of stock dividends, recapitalizations, stock splits,
     reorganizations, mergers, consolidations, combinations or exchanges of
     shares and similar transactions.

(2)  Estimated pursuant to Rule 457 of the Securities Act solely for purposes of
     calculating the registration fee based upon the weighted average exercise
     price of the outstanding options as of March 3, 2003.

(3)  Estimated pursuant to Rule 457 of the Securities Act solely for purposes of
     calculating the registration fee based upon the average of the high and low
     prices per share of the Registrant's Common Stock on April 3, 2003, as
     reported on the Nasdaq National Market.
</FN>
</TABLE>

--------------------------------------------------------------------------------
================================================================================
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

   The documents containing information specified in Part I of Form S-8 will be
sent or given to individuals eligible to participate in each of the Amended and
Restated Cosi Stock Incentive Plan and the Cosi Sandwich Bar, Inc. Incentive
Stock Option Plan as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"). 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.

   We will deliver or cause to be delivered promptly, without change, 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 Form S-8.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents, as filed with the Securities and Exchange Commission
(the "Commission") by Cosi, Inc. (the "Company") are incorporated herein by
reference:

   (1)  The Company's Annual Report on Form 10-K/A (including the portions of
        Cosi's proxy statement incorporated by reference therein) for the year
        ended December 30, 2002, filed with the Commission on March 31, 2003;

   (2)  The Company's prospectus covering the offer and sale of the Company's
        common stock, par value $.01 per share (the "Common Stock"), filed with
        the Commission on November 25, 2002 pursuant to Rule 424(b)(4) under the
        Securities Act of 1933, as amended (the "Securities Act");

   (3)  The Company's Current Reports on Form 8-K, filed with the Commission on
        February 4, 2003 and February 26, 2003; and

   (4)  The description of the Company's Common Stock contained in the Company's
        Registration Statement on Form 8-A, including any amendment or report
        filed for the purpose of updating such description.

   All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be part thereof from the date of filing such documents.

   Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

   Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Certain legal matters with respect to the validity of the shares of common
stock offered by this Registration Statement on Form S-8 will be passed upon for
us by Cadwalader, Wickersham & Taft LLP, New York, New York. A member of
Cadwalader, Wickersham & Taft LLP is the father of our Chief Executive Officer
and beneficially owns 64,008 shares, representing 0.39% of our common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Reference is made to Section 145 of the Delaware General Corporation Law
("DGCL") which provides for indemnification of directors and officers in certain
circumstances.

   Section 145 of the DGCL permits indemnification of officers, directors, and
other corporate agents under certain circumstances and subject to certain
limitations. The Company's certificate of incorporation and by-laws provide that
it shall indemnify its directors and officers, and anyone who is or was serving
at the Company's request as a director, officer, member, 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 its executive officers and directors for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.
<PAGE>

         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.

   For the undertaking with respect to indemnification, see Item 9.

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, Rule 701 promulgated
thereunder (with respect to restricted securities issued prior to the Company
becoming a reporting Company under the Exchange Act), and because certain
issuances did not involve a purchase or sale for purposes of the Securities Act.
Such restricted securities were issued pursuant to the Amended and Restated Cosi
Stock Incentive Plan, the Cosi Non-Employee Director Stock Incentive Plan and
the Cosi Sandwich Bar, Inc. Incentive Stock Option Plan.

ITEM 8. EXHIBITS

   EXHIBIT NO.     DESCRIPTION
   -----------     -----------

      3.1          Amended and Restated Certificate of Incorporation of Cosi,
                   Inc. (incorporated by reference to Exhibit 3.1 of the
                   Company's Annual Report on Form 10-K/A for the year ended
                   December 30, 2002).

      3.2          Amended and Restated By-Laws of Cosi, Inc. (incorporated by
                   reference to Exhibit 3.2 of the Company's Annual Report on
                   Form 10-K/A for the year ended December 30, 2002).

      4.1          Form of Certificate of Common Stock (incorporated by
                   reference to Exhibit 4.1 of the Company's Registration
                   Statement on Form S-1 (File No. 333-86390)).

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

      4.3          Amended and Restated Registration Agreement, dated as of
                   March 30, 1999 (incorporated by reference to Exhibit 4.3 of
                   the Company's Registration Statement on Form S-1 (File No.
                   333-86390)).

      4.4          Amended and Restated Cosi Stock Incentive Plan (incorporated
                   by reference to Exhibit 10.1 of the Company's Registration
                   Statement on Form S-1 (File No. 333-86390)).

      4.5          Cosi Sandwich Bar, Inc. Incentive Stock Option Plan
                   (incorporated by reference to Exhibit 10.4 of the Company's
                   Registration Statement on Form S-1 (File No. 333-86390)).

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

      23.1.1       Consent of Cadwalader, Wickersham & Taft LLP (included in
                   Exhibit 5.1 above).

      23.1.2       Consent of Ernst & Young LLP, dated as of March 31, 2003.

      24.1         Power of Attorney (included on the signature pages to the
                   Registration Statement).
<PAGE>

ITEM 9. UNDERTAKINGS

   The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
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 shall be deemed to be the initial bona fide offering
thereof.

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

   (4) 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

   (5) 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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the 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.
<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 New York, State of New York, on this 4th day of
April, 2003.

                                   COSI, INC.


                                   By: /s/ Jonathan M. Wainwright, Jr.
                                       ----------------------------------------
                                           Jonathan M. Wainwright, Jr.

                                POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jonathan M. Wainwright, Jr. and Kenneth S.
Betuker, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments
or supplements to this Registration Statement, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite, necessary and appropriate to be done with respect to this
Registration Statement or any amendments or supplements hereto, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifies and confirms all said attorneys-in-fact and agents, and each of them,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.


   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/ Jonathan M. Wainwright, Jr.     Chief Executive Officer      April 4, 2003
------------------------------- (Principal Executive Officer)
  Jonathan M. Wainwright, Jr.


   /s/ Kenneth S. Betuker           Chief Financial Officer      April 4, 2003
------------------------------- (Principal Financial Officer
      Kenneth S. Betuker          and Principal Accounting
                                           Officer)


    /s/ William D. Forrest         Chairman of the Board of      April 4, 2003
-------------------------------            Directors
      William D. Forrest


      /s/ Nicholas Marsh                   Director              April 4, 2003
-------------------------------
        Nicholas Marsh


     /s/ Terry D. Diamond                  Director              April 4, 2003
-------------------------------
       Terry D. Diamond
<PAGE>


       /s/ Eric Gleacher                   Director              April 4, 2003
-------------------------------
         Eric Gleacher


    /s/Creed L. Ford, III                  Director              April 4, 2003
-------------------------------
      Creed L. Ford, III


    /s/ D. Ian McKinnon                    Director              April 4, 2003
-------------------------------
       D. Ian McKinnon


     /s/ Jeffrey M. Stork                  Director              April 4, 2003
-------------------------------
       Jeffrey M. Stork


    /s/ Gregory J. Woolley                 Director              April 4, 2003
-------------------------------
      Gregory J. Woolley

<PAGE>

                                  EXHIBIT INDEX


   EXHIBIT NO.     DESCRIPTION
   -----------     -----------

      3.1          Amended and Restated Certificate of Incorporation of Cosi,
                   Inc. (incorporated by reference to Exhibit 3.1 of the
                   Company's Annual Report on Form 10-K/A for the year ended
                   December 30, 2002).

      3.2          Amended and Restated By-Laws of Cosi, Inc. (incorporated by
                   reference to Exhibit 3.2 of the Company's Annual Report on
                   Form 10-K/A for the year ended December 30, 2002).

      4.1          Form of Certificate of Common Stock (incorporated by
                   reference to Exhibit 4.1 of the Company's Registration
                   Statement on Form S-1 (File No. 333-86390)).

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

      4.3          Amended and Restated Registration Agreement, dated as of
                   March 30, 1999 (incorporated by reference to Exhibit 4.3 of
                   the Company's Registration Statement on Form S-1 (File No.
                   333-86390)).

      4.4          Amended and Restated Cosi Stock Incentive Plan (incorporated
                   by reference to Exhibit 10.1 of the Company's Registration
                   Statement on Form S-1 (File No. 333-86390)).

      4.5          Cosi Sandwich Bar, Inc. Incentive Stock Option Plan
                   (incorporated by reference to Exhibit 10.4 of the Company's
                   Registration Statement on Form S-1 (File No. 333-86390)).

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

      23.1.1       Consent of Cadwalader, Wickersham & Taft LLP (included in
                   Exhibit 5.1 above).

      23.1.2       Consent of Ernst & Young LLP, dated as of March 31, 2003

      24.1         Power of Attorney (included on the signature pages to the
                   Registration Statement).
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2003

                                                  REGISTRATION NO. 333-_________
================================================================================
--------------------------------------------------------------------------------

                       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 orOrganization)

                 242 WEST 36TH STREET, NEW YORK, NEW YORK 10018
                 ----------------------------------------------
                         (Address of Principal Executive
                               Offices) (Zip Code)

                 AMENDED AND RESTATED COSI STOCK INCENTIVE PLAN
               COSI SANDWICH BAR, INC. INCENTIVE STOCK OPTION PLAN
                              (Full Title of Plans)

                           JONATHAN M. WAINWRIGHT, JR.
                             CHIEF EXECUTIVE OFFICER
                                   COSI, INC.
                              242 WEST 36TH STREET
                            NEW YORK, NEW YORK 10018
                                 (212) 653-1600
                       (Name, Address, including Zip Code,
                              and Telephone Number,
                        including Area Code, of Agent For
                                    Service)

                                    COPY TO:
                             WILLIAM P. MILLS, ESQ.
                        CADWALADER, WICKERSHAM & TAFT LLP
                                 100 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                                 (212) 504-6000

                             ----------------------
CALCULATION OF REGISTRATION FEE
============================ ======================== ========================= ======================== ========================

  TITLE OF EACH CLASS OF           AMOUNT TO BE           PROPOSED MAXIMUM          PROPOSED MAXIMUM             AMOUNT OF
SECURITIES TO BE REGISTERED       REGISTERED(1)       OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE     REGISTRATION FEE
---------------------------- ------------------------ ------------------------- ------------------------ ------------------------
AMENDED AND RESTATED COSI
STOCK INCENTIVE PLAN
Common Stock................     2,257,924 shares            $11.76 (2)                $26,553,186               $2,148.15
Common Stock................     3,278,911 shares            $ 1.30 (3)                $ 4,262,584               $  344.84

COSI SANDWICH BAR, INC.
INCENTIVE STOCK OPTION PLAN
Common Stock................       963,165 shares            $ 6.59 (2)                $ 6,347,257               $  513.49

TOTAL                            6,500,000 shares                                                                $3,006.48
============================ ======================== ========================= ======================== ========================
(1)  Plus such indeterminate number of shares pursuant to Rule 416 of the
     Securities Act of 1933, as amended (the "Securities Act"), as may be issued
     in respect of stock dividends, recapitalizations, stock splits,
     reorganizations, mergers, consolidations, combinations or exchanges of
     shares and similar transactions.

(2)  Estimated pursuant to Rule 457 of the Securities Act solely for purposes of
     calculating the registration fee based upon the weighted average exercise
     price of the outstanding options as of March 3, 2003.

(3)  Estimated pursuant to Rule 457 of the Securities Act solely for purposes of
     calculating the registration fee based upon the average of the high and low
     prices per share of the Registrant's Common Stock on April 3, 2003, as
     reported on the Nasdaq National Market.
--------------------------------------------------------------------------------
================================================================================
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

   The documents containing information specified in Part I of Form S-8 will be
sent or given to individuals eligible to participate in each of the Amended and
Restated Cosi Stock Incentive Plan and the Cosi Sandwich Bar, Inc. Incentive
Stock Option Plan as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"). 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.

   We will deliver or cause to be delivered promptly, without change, 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 Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents, as filed with the Securities and Exchange Commission
(the "Commission") by Cosi, Inc. (the "Company") are incorporated herein by
reference:

   (1)  The Company's Annual Report on Form 10-K/A (including the portions of
        Cosi's proxy statement incorporated by reference therein) for the year
        ended December 30, 2002, filed with the Commission on March 31, 2003;

   (2)  The Company's prospectus covering the offer and sale of the Company's
        common stock, par value $.01 per share (the "Common Stock"), filed with
        the Commission on November 25, 2002 pursuant to Rule 424(b)(4) under the
        Securities Act of 1933, as amended (the "Securities Act");

   (3)  The Company's Current Reports on Form 8-K, filed with the Commission on
        February 4, 2003 and February 26, 2003; and

   (4)  The description of the Company's Common Stock contained in the Company's
        Registration Statement on Form 8-A, including any amendment or report
        filed for the purpose of updating such description.

   All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be part thereof from the date of filing such documents.

   Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

   Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Certain legal matters with respect to the validity of the shares of common
stock offered by this Registration Statement on Form S-8 will be passed upon for
us by Cadwalader, Wickersham & Taft LLP, New York, New York. A member of
Cadwalader, Wickersham & Taft LLP is the father of our Chief Executive Officer
and beneficially owns 64,008 shares, representing 0.39% of our common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Reference is made to Section 145 of the Delaware General Corporation Law
("DGCL") which provides for indemnification of directors and officers in certain
circumstances.

   Section 145 of the DGCL permits indemnification of officers, directors, and
other corporate agents under certain circumstances and subject to certain
limitations. The Company's certificate of incorporation and by-laws provide that
it shall indemnify its directors and officers, and anyone who is or was serving
at the Company's request as a director, officer, member, 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 its 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.

   For the undertaking with respect to indemnification, see Item 9.

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, Rule 701 promulgated
thereunder (with respect to restricted securities issued prior to the Company
becoming a reporting Company under the Exchange Act), and because certain
issuances did not involve a purchase or sale for purposes of the Securities Act.
Such restricted securities were issued pursuant to the Amended and Restated Cosi
Stock Incentive Plan, the Cosi Non-Employee Director Stock Incentive Plan and
the Cosi Sandwich Bar, Inc. Incentive Stock Option Plan.

ITEM 8. EXHIBITS

   EXHIBIT NO.     DESCRIPTION
   -----------     -----------

      3.1          Amended and Restated Certificate of Incorporation of Cosi,
                   Inc. (incorporated by reference to Exhibit 3.1 of the
                   Company's Annual Report on Form 10-K/A for the year ended
                   December 30, 2002).

      3.2          Amended and Restated By-Laws of Cosi, Inc. (incorporated by
                   reference to Exhibit 3.2 of the Company's Annual Report on
                   Form 10-K/A for the year ended December 30, 2002).

      4.1          Form of Certificate of Common Stock (incorporated by
                   reference to Exhibit 4.1 of the Company's Registration
                   Statement on Form S-1 (File No. 333-86390)).

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

      4.3          Amended and Restated Registration Agreement, dated as of
                   March 30, 1999 (incorporated by reference to Exhibit 4.3 of
                   the Company's Registration Statement on Form S-1 (File No.
                   333-86390)).

      4.4          Amended and Restated Cosi Stock Incentive Plan (incorporated
                   by reference to Exhibit 10.1 of the Company's Registration
                   Statement on Form S-1 (File No. 333-86390)).

      4.5          Cosi Sandwich Bar, Inc. Incentive Stock Option Plan
                   (incorporated by reference to Exhibit 10.4 of the Company's
                   Registration Statement on Form S-1 (File No. 333-86390)).

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

      23.1.1       Consent of Cadwalader, Wickersham & Taft LLP (included in
                   Exhibit 5.1 above).

      23.1.2       Consent of Ernst & Young LLP, dated as of March 31, 2003.

      24.1         Power of Attorney (included on the signature pages to the
                   Registration Statement).
ITEM 9. UNDERTAKINGS

   The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
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 shall be deemed to be the initial bona fide offering
thereof.

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

   (4) 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

   (5) 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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the 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.
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 New York, State of New York, on this 4th day of
April, 2003.

                                   COSI, INC.

                                   By: /s/ Jonathan M. Wainwright, Jr.
                                       ----------------------------------------
                                           Jonathan M. Wainwright, Jr.

                                POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jonathan M. Wainwright, Jr. and Kenneth S.
Betuker, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments
or supplements to this Registration Statement, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite, necessary and appropriate to be done with respect to this
Registration Statement or any amendments or supplements hereto, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifies and confirms all said attorneys-in-fact and agents, and each of them,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

   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/ Jonathan M. Wainwright, Jr.     Chief Executive Officer      April 4, 2003
------------------------------- (Principal Executive Officer)
  Jonathan M. Wainwright, Jr.

   /s/ Kenneth S. Betuker           Chief Financial Officer      April 4, 2003
------------------------------- (Principal Financial Officer
      Kenneth S. Betuker          and Principal Accounting
                                           Officer)

    /s/ William D. Forrest         Chairman of the Board of      April 4, 2003
-------------------------------            Directors
      William D. Forrest

      /s/ Nicholas Marsh                   Director              April 4, 2003
-------------------------------
        Nicholas Marsh

     /s/ Terry D. Diamond                  Director              April 4, 2003
-------------------------------
       Terry D. Diamond
/s/ Eric Gleacher                   Director              April 4, 2003
-------------------------------
         Eric Gleacher

    /s/Creed L. Ford, III                  Director              April 4, 2003
-------------------------------
      Creed L. Ford, III

    /s/ D. Ian McKinnon                    Director              April 4, 2003
-------------------------------
       D. Ian McKinnon

     /s/ Jeffrey M. Stork                  Director              April 4, 2003
-------------------------------
       Jeffrey M. Stork

    /s/ Gregory J. Woolley                 Director              April 4, 2003
-------------------------------
      Gregory J. Woolley
EXHIBIT INDEX

   EXHIBIT NO.     DESCRIPTION
   -----------     -----------

      3.1          Amended and Restated Certificate of Incorporation of Cosi,
                   Inc. (incorporated by reference to Exhibit 3.1 of the
                   Company's Annual Report on Form 10-K/A for the year ended
                   December 30, 2002).

      3.2          Amended and Restated By-Laws of Cosi, Inc. (incorporated by
                   reference to Exhibit 3.2 of the Company's Annual Report on
                   Form 10-K/A for the year ended December 30, 2002).

      4.1          Form of Certificate of Common Stock (incorporated by
                   reference to Exhibit 4.1 of the Company's Registration
                   Statement on Form S-1 (File No. 333-86390)).

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

      4.3          Amended and Restated Registration Agreement, dated as of
                   March 30, 1999 (incorporated by reference to Exhibit 4.3 of
                   the Company's Registration Statement on Form S-1 (File No.
                   333-86390)).

      4.4          Amended and Restated Cosi Stock Incentive Plan (incorporated
                   by reference to Exhibit 10.1 of the Company's Registration
                   Statement on Form S-1 (File No. 333-86390)).

      4.5          Cosi Sandwich Bar, Inc. Incentive Stock Option Plan
                   (incorporated by reference to Exhibit 10.4 of the Company's
                   Registration Statement on Form S-1 (File No. 333-86390)).

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

      23.1.1       Consent of Cadwalader, Wickersham & Taft LLP (included in
                   Exhibit 5.1 above).

      23.1.2       Consent of Ernst & Young LLP, dated as of March 31, 2003

      24.1         Power of Attorney (included on the signature pages to the
                   Registration Statement).