content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on January 15, 1998
                                                            Registration No. 333-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ------------------
  
                             EINSTEIN/NOAH BAGEL CORP.
               (Exact name of Registrant as specified in its charter)
  
  
           DELAWARE                                     84-1294908
  (State or other jurisdiction of         (I.R.S. Employer Identification Number)
   incorporation or organization)                 
  
                             14123 DENVER WEST PARKWAY
                                   P.O. BOX 4086
                               GOLDEN, COLORADO 80401
                                   (303) 215-9300
               (Address of Registrant's Principal Executive Offices)
  
  
                       EINSTEIN/NOAH BAGEL CORP. AMENDED AND
                          RESTATED 1997 STOCK OPTION PLAN
  
                                        AND
  
                             EINSTEIN/NOAH BAGEL CORP.
                        RESTATED 1997 ENBP STOCK OPTION PLAN
                             (Full Title of the Plans)
  
  
        AMY S. POWERS                                         COPIES TO:
          SECRETARY                                        KEVIN J. MCCARTHY
  EINSTEIN/NOAH BAGEL CORP.                               BELL, BOYD & LLOYD
  14123 DENVER WEST PARKWAY                             70 WEST MADISON STREET
   GOLDEN, COLORADO  80401                             CHICAGO, ILLINOIS  60602
       (303) 215-9300                                       (312) 372-1121
  
  
                       (Name, Address, and Telephone Number,
                     Including Area Code, of Agent For Service)
  
                                 ------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==========================================================================================================================
                                                                     PROPOSED              PROPOSED
                                                 AMOUNT               MAXIMUM               MAXIMUM             AMOUNT OF
         TITLE OF EACH CLASS OF                  TO BE            OFFERING PRICE          AGGREGATE           REGISTRATION
       SECURITIES TO BE REGISTERED             REGISTERED            PER UNIT           OFFERING PRICE             FEE
  --------------------------------------------------------------------------------------------------------------------------
  <S>                                     <C>                     <C>                  <C>                    <C>       
  Common Stock, par value $.01 per share  6,313,146 Shares (1)(2)    $6.16(3)           $38,888,980(3)           $11,472,25
  --------------------------------------------------------------------------------------------------------------------------
  
  </TABLE>
  
  
       (1)  This registration statement also covers an indeterminate number of
            shares of Common Stock which may be issuable under the antidilution
            and other adjustment provisions of the respective plans pursuant to
            Rule 416(a) of the Securities Act of 1933, as amended (the
            "Securities Act").
  
       (2)  This amount reflects an aggregate of 6,313,146 shares of Common Stock
            which are issuable under the following plans: the Einstein/Noah Bagel
            Corp. Amended and Restated 1997 Stock Option Plan -- 5,500,000
            shares; and the Einstein/Noah Bagel Corp. Restated 1997 ENBP Stock
            Option Plan -- 813,146 shares.
  
       (3)  Estimated in accordance with Rule 457(h) solely for purposes of
            calculating the registration fee and based upon the average of the
            high and low sale prices of the Common Stock on the Nasdaq National
            Market on January 12, 1998, as reported in The Wall Street Journal
            (Western Edition).
  
  ===============================================================================
  
  
  <PAGE>   2
  
                                      PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.   PLAN INFORMATION.
  
       Not required to be included herewith.
  
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
   
       Not required to be included herewith.
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   DOCUMENTS INCORPORATED BY REFERENCE.
  
       This registration statement on Form S-8 relates to the registration of
  shares of common stock of Einstein/Noah Bagel Corp. (the "Company"), $.01 par
  value per share (the "Common Stock").
  
       The Company incorporates herein by reference the following documents
  heretofore filed by the Company with the Securities and Exchange Commission
  (the "Commission"):
  
           (i) the Company's Annual Report on Form 10-K/A for the fiscal year
  ended December 29, 1996,
  
           (ii) the Company's Quarterly Reports on Form 10-Q for the quarters
  ended April 20, 1997, July 13, 1997 and October 5, 1997,
  
           (iii) the Company's Current Reports on Form 8-K, dated May 22, 1997,
  October 29, 1997, November 21, 1997 and December 26, 1997, and
  
           (iv) The description of the Company's Common Stock set forth under the
  caption "Description of Capital Stock" in the Company's prospectus included in
  the Company's registration statement on Form S-1, Registration No. 333-04725,
  which is incorporated by reference in the Company's registration statement on
  Form 8-A filed July 29, 1996, as amended, for the registration of the Common
  Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act").
  
           Each document filed by the Company pursuant to Section 13(a), 13(c),
  14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of the offering of the Common Stock pursuant hereto
  shall be deemed to be incorporated by reference in this Prospectus and to be a
  part of this Prospectus from the date of filing of such document. Any statement
  contained in this Prospectus or in a document incorporated or deemed to be
  incorporated by reference in this Prospectus shall be deemed to be modified or
  superseded for purposes of the Registration Statement and this Prospectus to
  the extent that a statement contained in this Prospectus or in any subsequently
  filed document that also is or is deemed to be incorporated by reference in
  this Prospectus 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 the Registration Statement or this
  Prospectus.
  
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
       Inapplicable.
  
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Inapplicable.
  
  
  
                                       II-1
  
  <PAGE>   3
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporation Law authorizes
  indemnification of directors, officers, employees, and agents of the Company;
  allows the advancement of costs of defending against litigation; and permits
  companies incorporated in Delaware to purchase insurance on behalf of
  directors, officers, employees, and agents against liabilities whether or not
  in the circumstances such companies would have the power to indemnify against
  such liabilities under the provisions of the statute.
  
       The Company's Restated Certificate of Incorporation (Exhibit 4.1 hereto)
  provides for indemnification of the Company's officers and directors to the
  fullest extent permitted by Section 145 of the Delaware General Corporation
  Law. The Company maintains directors and officers insurance covering its
  executive officers and directors.
  
       The Company's Restated Certificate of Incorporation eliminates, to the
  fullest extent permitted by Delaware law, liability of a director to the
  Company or its stockholders for monetary damages for a breach of such
  director's fiduciary duty of care except for liability where a director (a)
  breaches his or her duty of loyalty to the Company or its stockholders, (b)
  fails to act in good faith or engages in intentional misconduct or knowing
  violation of law, (c) authorizes payment of an illegal dividend or stock
  repurchase, or (d) obtains an improper personal benefit. While liability for
  monetary damages has been eliminated, equitable remedies such as injunctive
  relief or rescission remain available. In addition, a director is not relieved
  of his or her responsibilities under any other law, including the federal
  securities laws.
  
       Insofar as indemnification by the Company for liabilities arising under
  the Securities Act, may be permitted to directors, officers, and controlling
  persons of the Company pursuant to the foregoing provisions, the Company has
  been advised that in the opinion of the Securities and Exchange Commission,
  such indemnification is against public policy as expressed in the Securities
  Act and is, therefore, unenforceable.
  
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Inapplicable.
  
  
  ITEM 8.   EXHIBITS
  
       A list of the exhibits included or incorporated by reference as part of
  this registration statement is set forth in the Exhibit Index which immediately
  precedes such exhibits and is hereby incorporated by reference herein.
  
  
  ITEM 9.   UNDERTAKINGS
  
       (a)  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 of 1933, as amended ("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 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
            a 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 this registration
            statement or any material change to such information in the
            registration statement;
  
  
  
                                       II-2
  
  <PAGE>   4
  
  
            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the registration statement is on Form S-3, 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
            by the registrant pursuant to Section 13 or Section 15(d) of the
            Exchange Act that are incorporated by reference in this 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.
  
                 (b) The undersigned registrant hereby undertakes 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 Section 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.
  
                 (h) 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 Securities and Exchange
  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.
  
  
  
  
                                       II-3
  
  <PAGE>   5
  
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Company 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, or amendment thereto, to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Golden, State of
  Colorado, on January 13, 1998.
  
  
                                                 EINSTEIN/NOAH BAGEL CORP.
  
  
                                                 By:   /s/ Scott A. Beck
                                                    -----------------------------
                                                           Scott A. Beck
                                                       Chairman of the Board
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement, or amendment thereto, has been signed by the following
  persons in the capacities indicated on January 13, 1998.
  
  <TABLE>
  <CAPTION>
  
            Signature                                      Title
            ---------                                      -----
  <S>                                           <C>
      /s/ Scott A. Beck                         Chairman of the Board and Director
  --------------------------------              (Principal Executive Officer)
          Scott A. Beck 
                     
       
      /s/ W. Eric Carlborg                      Chief Financial Officer
  --------------------------------              (Principal Financial Officer)
          W. Eric Carlborg 
        
  
      /s/ Susan Daggett                         Vice President--Controller
  --------------------------------              (Principal Accounting Officer)
          Susan Daggett
  
  
      /s/ Jeffrey L. Butler                     Director
  --------------------------------         
          Jeffrey L. Butler
  
  
                                                Director
  --------------------------------         
          Kyle T. Craig
  
  
      /s/ M. Laird Koldyke                      Director
  --------------------------------         
          M. Laird Koldyke
  
  
      /s/ Gail A. Lozoff                        Director
  --------------------------------         
          Gail A. Lozoff
  
  
      /s/ John H. Muehlstein, Jr.               Director
  --------------------------------         
          John H. Muehlstein, Jr.
  
  
      /s/ Lloyd D. Ruth                         Director
  --------------------------------         
          Lloyd D. Ruth
  
  
      /s/ David G. Stanchak                     Director
  --------------------------------         
          David G. Stanchak
  
  </TABLE>
  
  
  
                                       II-4
  
  <PAGE>   6
  
  
  <TABLE>
  <CAPTION>
  
  EXHIBIT NO.                      TITLE*
  -----------                      ------
  <S>           <C>             
  4.1           Restated Certificate of Incorporation of the Company
                ("Certificate of Incorporation") (incorporated by reference to
                Exhibit 3 to the Company's quarterly report on Form 10-Q for the
                quarter ended October 6, 1996).
  
  4.2           Amended and Restated Bylaws of the Company ("Bylaws")
                (incorporated by reference to Exhibit 3.2 to the Company's
                Registration Statement on Form S-3 (Reg. No. 333-28941)).
  
  4.3           Certificate representing Common Stock (incorporated by reference
                to Exhibit 4.3 to the Company's Registration Statement on Form
                S-1 (Reg. No. 333-04725)).
  
  4.4           Amended and Restated Registration Rights Agreement dated as of
                February 1, 1996 by and among the Company and certain
                stockholders of the Company (incorporated by reference to Exhibit
                4.4 to the Company's Registration Statement on Form S-3 (Reg. No.
                333-04725)).
  
  4.5           Concurrent Private Placement Agreement dated August 1, 1996
                between Boston Chicken, Inc. ("Boston Chicken") and the Company
                (incorporated by reference to Exhibit 10.3 to Boston Chicken's
                Quarterly Report on Form 10-Q for the quarter ended July 14,
                1996).
  
  4.6           Registration Agreement dated August 1, 1996 between Boston
                Chicken and the Company (incorporated by reference to Exhibit
                10.3 to Boston Chicken's Quarterly Report on Form 10-Q for the
                quarter ended July 14, 1996).
  
  4.7           Concurrent Offering Purchase Agreement dated November 26, 1996
                between Boston Chicken and the Company (incorporated by reference
                to Exhibit 10.41 to Boston Chicken's 1996 Annual Report on Form
                10-K).
  
  4.8           Registration Rights Agreement dated as of February 24, 1997 by
                and between the Company and Alamo Bagels, L.P. (incorporated by
                reference to the Company's 1996 Annual Report on Form 10-K).
  
  4.9           Indenture dated as of May 29, 1997 by and between the Company and
                Bankers Trust Company, as Trustee, which includes as Exhibits the
                forms of Debenture for the Company's 7 1/4% Convertible
                Subordinated Debentures Due 2004 (the "Debenture Indenture")
                (incorporated by reference to Exhibit 4.1 to the Company's
                Current Report on Form 8-K dated as of May 22, 1997).
  
  4.10          Registration Rights Agreements dated as of May 22, 1997 by and
                between the Company and Merrill Lynch & Co., Merrill Lynch,
                Pierce, Fenner & Smith Incorporated, Alex. Brown & Sons
                Incorporated and Morgan Stanley & Co. Incorporated (incorporated
                by reference to Exhibit 4.2 to the Company's Current Report on
                Form 8-K dated as of May 22, 1997).
  
  4.11          Amended and Restated 1997 Stock Option Plan of the Company.
  
  4.12          Restated 1997 ENBP Stock Option Plan of the Company.
  
  5             Opinion of Bell, Boyd & Lloyd (including consent).
  
  23.1          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of the Company.
  
  23.2          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Alamo Bagels, L.P.
  
  23.3          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of BCE West Bagels, L.L.C.
  
  23.4          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Colonial Bagels, L.P.
  
  23.5          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Finest Bagels, L.L.C.
  
  </TABLE>
  
  
  --------
  *   In the case of incorporation by reference to documents filed by Boston
      Chicken under the Securities Exchange Act of 1934, as amended, Boston
      Chicken's file number under that Act is 0-22802.
  
  
                                     Exhibit-1
  
  <PAGE>   7
  
  
  <TABLE>
  <CAPTION>
  
  EXHIBIT NO.                      TITLE
  -----------                      -----
  <S>           <C>             
  23.6          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Great Lakes Bagels, L.L.C.
  
  23.7          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Gulfstream Bagels, L.P.
  
  23.8          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Liberty Foods, L.L.C.
  
  23.9          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Mayfair Bagels, L.L.C.
  
  23.10         Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Noah's Bay Area Bagels, L.L.C.
  
  23.11         Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Noah's Pacific, L.L.C.
  
  23.12         Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Philly Rose, L.P.
  
  23.13         Consent of Bell, Boyd & Lloyd (included in Exhibit 5).
  
  </TABLE>
  
  
                                     Exhibit-2
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22672}]
metadata_filer: {"company-data": {"conformed-name": "EINSTEIN NOAH BAGEL CORP", "cik": "0001007184", "assigned-sic": "5812", "irs-number": "841294908", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44353", "film-number": "98507886"}, "business-address": {"street1": "14123 DENVER W PARKWAY", "street2": "P.O. BOX 4086", "city": "GOLDEN", "state": "CO", "zip": "80401", "phone": "3032029300"}, "former-company": {"former-conformed-name": "EINSTEIN BROS BAGELS INC", "date-changed": "19960403"}}
text: 1
  
      As filed with the Securities and Exchange Commission on January 15, 1998
                                                            Registration No. 333-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ------------------
  
                             EINSTEIN/NOAH BAGEL CORP.
               (Exact name of Registrant as specified in its charter)
  
           DELAWARE                                     84-1294908
  (State or other jurisdiction of         (I.R.S. Employer Identification Number)
   incorporation or organization)                 
  
                             14123 DENVER WEST PARKWAY
                                   P.O. BOX 4086
                               GOLDEN, COLORADO 80401
                                   (303) 215-9300
               (Address of Registrant's Principal Executive Offices)
  
                       EINSTEIN/NOAH BAGEL CORP. AMENDED AND
                          RESTATED 1997 STOCK OPTION PLAN
  
                                        AND
  
                             EINSTEIN/NOAH BAGEL CORP.
                        RESTATED 1997 ENBP STOCK OPTION PLAN
                             (Full Title of the Plans)
  
        AMY S. POWERS                                         COPIES TO:
          SECRETARY                                        KEVIN J. MCCARTHY
  EINSTEIN/NOAH BAGEL CORP.                               BELL, BOYD & LLOYD
  14123 DENVER WEST PARKWAY                             70 WEST MADISON STREET
   GOLDEN, COLORADO  80401                             CHICAGO, ILLINOIS  60602
       (303) 215-9300                                       (312) 372-1121
  
                       (Name, Address, and Telephone Number,
                     Including Area Code, of Agent For Service)
  
                                 ------------------
  
                          CALCULATION OF REGISTRATION FEE
  ==========================================================================================================================
                                                                     PROPOSED              PROPOSED
                                                 AMOUNT               MAXIMUM               MAXIMUM             AMOUNT OF
         TITLE OF EACH CLASS OF                  TO BE            OFFERING PRICE          AGGREGATE           REGISTRATION
       SECURITIES TO BE REGISTERED             REGISTERED            PER UNIT           OFFERING PRICE             FEE
  --------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $.01 per share  6,313,146 Shares (1)(2)    $6.16(3)           $38,888,980(3)           $11,472,25
  --------------------------------------------------------------------------------------------------------------------------
  (1)  This registration statement also covers an indeterminate number of
            shares of Common Stock which may be issuable under the antidilution
            and other adjustment provisions of the respective plans pursuant to
            Rule 416(a) of the Securities Act of 1933, as amended (the
            "Securities Act").
  
       (2)  This amount reflects an aggregate of 6,313,146 shares of Common Stock
            which are issuable under the following plans: the Einstein/Noah Bagel
            Corp. Amended and Restated 1997 Stock Option Plan -- 5,500,000
            shares; and the Einstein/Noah Bagel Corp. Restated 1997 ENBP Stock
            Option Plan -- 813,146 shares.
  
       (3)  Estimated in accordance with Rule 457(h) solely for purposes of
            calculating the registration fee and based upon the average of the
            high and low sale prices of the Common Stock on the Nasdaq National
            Market on January 12, 1998, as reported in The Wall Street Journal
            (Western Edition).
  
  ===============================================================================
  2
  
                                      PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.   PLAN INFORMATION.
  
       Not required to be included herewith.
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
   
       Not required to be included herewith.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   DOCUMENTS INCORPORATED BY REFERENCE.
  
       This registration statement on Form S-8 relates to the registration of
  shares of common stock of Einstein/Noah Bagel Corp. (the "Company"), $.01 par
  value per share (the "Common Stock").
  
       The Company incorporates herein by reference the following documents
  heretofore filed by the Company with the Securities and Exchange Commission
  (the "Commission"):
  
           (i) the Company's Annual Report on Form 10-K/A for the fiscal year
  ended December 29, 1996,
  
           (ii) the Company's Quarterly Reports on Form 10-Q for the quarters
  ended April 20, 1997, July 13, 1997 and October 5, 1997,
  
           (iii) the Company's Current Reports on Form 8-K, dated May 22, 1997,
  October 29, 1997, November 21, 1997 and December 26, 1997, and
  
           (iv) The description of the Company's Common Stock set forth under the
  caption "Description of Capital Stock" in the Company's prospectus included in
  the Company's registration statement on Form S-1, Registration No. 333-04725,
  which is incorporated by reference in the Company's registration statement on
  Form 8-A filed July 29, 1996, as amended, for the registration of the Common
  Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act").
  
           Each document filed by the Company pursuant to Section 13(a), 13(c),
  14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
  prior to the termination of the offering of the Common Stock pursuant hereto
  shall be deemed to be incorporated by reference in this Prospectus and to be a
  part of this Prospectus from the date of filing of such document. Any statement
  contained in this Prospectus or in a document incorporated or deemed to be
  incorporated by reference in this Prospectus shall be deemed to be modified or
  superseded for purposes of the Registration Statement and this Prospectus to
  the extent that a statement contained in this Prospectus or in any subsequently
  filed document that also is or is deemed to be incorporated by reference in
  this Prospectus 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 the Registration Statement or this
  Prospectus.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
       Inapplicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Inapplicable.
  
                                       II-1
  3
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporation Law authorizes
  indemnification of directors, officers, employees, and agents of the Company;
  allows the advancement of costs of defending against litigation; and permits
  companies incorporated in Delaware to purchase insurance on behalf of
  directors, officers, employees, and agents against liabilities whether or not
  in the circumstances such companies would have the power to indemnify against
  such liabilities under the provisions of the statute.
  
       The Company's Restated Certificate of Incorporation (Exhibit 4.1 hereto)
  provides for indemnification of the Company's officers and directors to the
  fullest extent permitted by Section 145 of the Delaware General Corporation
  Law. The Company maintains directors and officers insurance covering its
  executive officers and directors.
  
       The Company's Restated Certificate of Incorporation eliminates, to the
  fullest extent permitted by Delaware law, liability of a director to the
  Company or its stockholders for monetary damages for a breach of such
  director's fiduciary duty of care except for liability where a director (a)
  breaches his or her duty of loyalty to the Company or its stockholders, (b)
  fails to act in good faith or engages in intentional misconduct or knowing
  violation of law, (c) authorizes payment of an illegal dividend or stock
  repurchase, or (d) obtains an improper personal benefit. While liability for
  monetary damages has been eliminated, equitable remedies such as injunctive
  relief or rescission remain available. In addition, a director is not relieved
  of his or her responsibilities under any other law, including the federal
  securities laws.
  
       Insofar as indemnification by the Company for liabilities arising under
  the Securities Act, may be permitted to directors, officers, and controlling
  persons of the Company pursuant to the foregoing provisions, the Company has
  been advised that in the opinion of the Securities and Exchange Commission,
  such indemnification is against public policy as expressed in the Securities
  Act and is, therefore, unenforceable.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Inapplicable.
  
  ITEM 8.   EXHIBITS
  
       A list of the exhibits included or incorporated by reference as part of
  this registration statement is set forth in the Exhibit Index which immediately
  precedes such exhibits and is hereby incorporated by reference herein.
  
  ITEM 9.   UNDERTAKINGS
  
       (a)  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 of 1933, as amended ("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 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
            a 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 this registration
            statement or any material change to such information in the
            registration statement;
  
                                       II-2
  4
  
            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the registration statement is on Form S-3, 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
            by the registrant pursuant to Section 13 or Section 15(d) of the
            Exchange Act that are incorporated by reference in this 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.
  
                 (b) The undersigned registrant hereby undertakes 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 Section 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.
  
                 (h) 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 Securities and Exchange
  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.
  
                                       II-3
  5
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Company 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, or amendment thereto, to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Golden, State of
  Colorado, on January 13, 1998.
  
                                                 EINSTEIN/NOAH BAGEL CORP.
  
                                                 By:   /s/ Scott A. Beck
                                                    -----------------------------
                                                           Scott A. Beck
                                                       Chairman of the Board
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement, or amendment thereto, has been signed by the following
  persons in the capacities indicated on January 13, 1998.
  Signature                                      Title
            ---------                                      -----
  /s/ Scott A. Beck                         Chairman of the Board and Director
  --------------------------------              (Principal Executive Officer)
          Scott A. Beck 
                     
       
      /s/ W. Eric Carlborg                      Chief Financial Officer
  --------------------------------              (Principal Financial Officer)
          W. Eric Carlborg 
        
  
      /s/ Susan Daggett                         Vice President--Controller
  --------------------------------              (Principal Accounting Officer)
          Susan Daggett
  
      /s/ Jeffrey L. Butler                     Director
  --------------------------------         
          Jeffrey L. Butler
  
                                                Director
  --------------------------------         
          Kyle T. Craig
  
      /s/ M. Laird Koldyke                      Director
  --------------------------------         
          M. Laird Koldyke
  
      /s/ Gail A. Lozoff                        Director
  --------------------------------         
          Gail A. Lozoff
  
      /s/ John H. Muehlstein, Jr.               Director
  --------------------------------         
          John H. Muehlstein, Jr.
  
      /s/ Lloyd D. Ruth                         Director
  --------------------------------         
          Lloyd D. Ruth
  
      /s/ David G. Stanchak                     Director
  --------------------------------         
          David G. Stanchak
  II-4
  6
  EXHIBIT NO.                      TITLE*
  -----------                      ------
  4.1           Restated Certificate of Incorporation of the Company
                ("Certificate of Incorporation") (incorporated by reference to
                Exhibit 3 to the Company's quarterly report on Form 10-Q for the
                quarter ended October 6, 1996).
  
  4.2           Amended and Restated Bylaws of the Company ("Bylaws")
                (incorporated by reference to Exhibit 3.2 to the Company's
                Registration Statement on Form S-3 (Reg. No. 333-28941)).
  
  4.3           Certificate representing Common Stock (incorporated by reference
                to Exhibit 4.3 to the Company's Registration Statement on Form
                S-1 (Reg. No. 333-04725)).
  
  4.4           Amended and Restated Registration Rights Agreement dated as of
                February 1, 1996 by and among the Company and certain
                stockholders of the Company (incorporated by reference to Exhibit
                4.4 to the Company's Registration Statement on Form S-3 (Reg. No.
                333-04725)).
  
  4.5           Concurrent Private Placement Agreement dated August 1, 1996
                between Boston Chicken, Inc. ("Boston Chicken") and the Company
                (incorporated by reference to Exhibit 10.3 to Boston Chicken's
                Quarterly Report on Form 10-Q for the quarter ended July 14,
                1996).
  
  4.6           Registration Agreement dated August 1, 1996 between Boston
                Chicken and the Company (incorporated by reference to Exhibit
                10.3 to Boston Chicken's Quarterly Report on Form 10-Q for the
                quarter ended July 14, 1996).
  
  4.7           Concurrent Offering Purchase Agreement dated November 26, 1996
                between Boston Chicken and the Company (incorporated by reference
                to Exhibit 10.41 to Boston Chicken's 1996 Annual Report on Form
                10-K).
  
  4.8           Registration Rights Agreement dated as of February 24, 1997 by
                and between the Company and Alamo Bagels, L.P. (incorporated by
                reference to the Company's 1996 Annual Report on Form 10-K).
  
  4.9           Indenture dated as of May 29, 1997 by and between the Company and
                Bankers Trust Company, as Trustee, which includes as Exhibits the
                forms of Debenture for the Company's 7 1/4% Convertible
                Subordinated Debentures Due 2004 (the "Debenture Indenture")
                (incorporated by reference to Exhibit 4.1 to the Company's
                Current Report on Form 8-K dated as of May 22, 1997).
  
  4.10          Registration Rights Agreements dated as of May 22, 1997 by and
                between the Company and Merrill Lynch & Co., Merrill Lynch,
                Pierce, Fenner & Smith Incorporated, Alex. Brown & Sons
                Incorporated and Morgan Stanley & Co. Incorporated (incorporated
                by reference to Exhibit 4.2 to the Company's Current Report on
                Form 8-K dated as of May 22, 1997).
  
  4.11          Amended and Restated 1997 Stock Option Plan of the Company.
  
  4.12          Restated 1997 ENBP Stock Option Plan of the Company.
  
  5             Opinion of Bell, Boyd & Lloyd (including consent).
  
  23.1          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of the Company.
  
  23.2          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Alamo Bagels, L.P.
  
  23.3          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of BCE West Bagels, L.L.C.
  
  23.4          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Colonial Bagels, L.P.
  
  23.5          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Finest Bagels, L.L.C.
  --------
  *   In the case of incorporation by reference to documents filed by Boston
      Chicken under the Securities Exchange Act of 1934, as amended, Boston
      Chicken's file number under that Act is 0-22802.
  
                                     Exhibit-1
  7
  EXHIBIT NO.                      TITLE
  -----------                      -----
  23.6          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Great Lakes Bagels, L.L.C.
  
  23.7          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Gulfstream Bagels, L.P.
  
  23.8          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Liberty Foods, L.L.C.
  
  23.9          Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Mayfair Bagels, L.L.C.
  
  23.10         Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Noah's Bay Area Bagels, L.L.C.
  
  23.11         Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Noah's Pacific, L.L.C.
  
  23.12         Consent of Arthur Andersen LLP with respect to the Audited
                Financial Statements of Philly Rose, L.P.
  
  23.13         Consent of Bell, Boyd & Lloyd (included in Exhibit 5).
  Exhibit-2