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FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-12395
SUPPLEMENT NO. 3 TO PROSPECTUS
DATED SEPTEMBER 27, 1996
On March 31, 1997, Einstein/Noah Bagel Corp. (the "Company") filed with the
Securities and Exchange Commission its Annual Report on Form 10-K for the
fiscal year ended December 29, 1996 (the "Annual Report"). The Annual Report
includes financial and other information with respect to the Company's 1996
fiscal year. The Company has supplied to each Registering Stockholder under
this Prospectus copies of the Annual Report for delivery to each person to
whom this Prospectus is hereafter delivered.
The date of this Supplement is March 31, 1997
