SEC Info - Farallon Capital Management LLC, et al. - ‘SC 13D/A’ on 10/9/03 re: Einstein Noah Restaurant Group Inc

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Farallon Capital Management LLC, et al. – ‘SC 13D/A’ on 10/9/03 re: Einstein Noah Restaurant Group Inc

On: Thursday, 10/9/03, at 3:15pm ET · Accession #: 909661-3-75 · File #: 5-50342

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

10/09/03  Farallon Capital Management LLC   SC 13D/A               1:79K  Einstein Noah Restaurant Gp Inc
          Chun R. Ding
          David I. Cohen
          Derek C. Schrier
          Farallon Capital Institutional Partners II, L.P.
          Farallon Capital Institutional Partners III, L.P.
          Farallon Capital Institutional Partners, L.P.
          Farallon Capital Partners, L.P.
          Farallon Partners, L.L.C.
          Joseph F. Downes
          Mark C. Wehrly
          Monica R. Landry
          Richard B. Fried
          Stephen L. Millham
          Thomas F. Steyer
          Tinicum Partners, L.P.
          William F. Duhamel
          William F. Mellin

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          34    135K 
                          Ownership

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings Or Interest In Securities Of The Issuer Materials To Be Filed As Exhibits Schedule 13D Warrants
1	1st Page - Filing Submission
"	Schedule 13D
22	Item 5. Interest In Securities Of The Issuer
24	Warrants
25	Item 6. Contracts, Arrangements, Understandings Or
"	Item 7. Materials To Be Filed As Exhibits

SC 13D/A 1st Page of 34 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D
 (Section 240.13d-101)
 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

SECTION 240.13d-2(a)

(Amendment No. 3)1

New World Restaurant Group, Inc.
--------------------------------------------------------------------------------
(name of Issuer)

Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 649271103
--------------------------------------------------------------------------------
(CUSIP Number)

Mark C. Wehrly
 Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
 San Francisco, California 94111
(415) 421-2132
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

September 30, 2003
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
 report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 13d-1(f) or
240.13d-1(g), check the following box [ ].

                  Note.  Schedules  filed in paper format shall include a signed
         original and five copies of the schedule,  including all exhibits.  See
    Section 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
Page 1 of 34 Pages
Exhibit Index Found on Page 29

---------------------------                                                     
         1 The  remainder of this cover page shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.                               

         The information  required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).                                                                     

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Farallon

Capital Partners, L.P.                                  
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

California                                              
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
  SHARES                       34,842 Shares plus certain additional
     BENEFICIALLY                    Shares through  the ownership of additional
OWNED BY                      Warrants. [See Preliminary Note]    
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                               34,842 Shares plus certain additional
                                     Shares through  the ownership of additional
                          Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
          34,842 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 0.3% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

PN                                                      
----------- ====================================================================

Page 2 of 34 Pages

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Capital Institutional Partners, L.P.           
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

California                                              
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
  SHARES                       37,769 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                               37,769 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
          37,769 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 0.4% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

PN                                                      
----------- ====================================================================

Page 3 of 34 Pages

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Capital Institutional Partners II, L.P.        
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

California                                              
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
        SHARES                       6,000 Shares plus certain additional Shares
BENEFICIALLY                    through the ownership of additional   
OWNED BY                      Warrants. [See Preliminary Note]    
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                     6,000 Shares plus certain additional Shares
                             through the ownership of additional
                          Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
            6,000 Shares plus certain additional Shares through the ownership of
additional Warrants. [See Preliminary Note]             
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 0.1% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

PN                                                      
----------- ====================================================================
Page 4 of 34 Pages

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Capital Institutional Partners III, L.P.       
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

Delaware                                                
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
        SHARES                       5,090 Shares plus certain additional Shares
BENEFICIALLY                    through the ownership of additional   
OWNED BY                      Warrants. [See Preliminary Note]    
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                     5,090 Shares plus certain additional Shares
                             through the ownership of additional
                          Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
            5,090 Shares plus certain additional Shares through the ownership of
additional Warrants. [See Preliminary Note]             
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 0.1% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

PN                                                      
----------- ====================================================================

Page 5 of 34 Pages

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Tinicum Partners, L.P.                                  
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

New York                                                
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
        SHARES                       1,935 Shares plus certain additional Shares
BENEFICIALLY                    through the ownership of additional   
OWNED BY                      Warrants. [See Preliminary Note]    
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                     1,935 Shares plus certain additional Shares
                             through the ownership of additional
                          Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
            1,935 Shares plus certain additional Shares through the ownership of
additional Warrants. [See Preliminary Note]             
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 0.0% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

PN                                                      
----------- ====================================================================

Page 6 of 34 Pages

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Capital Management, L.L.C.                     
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

Delaware                                                
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
  SHARES                       71,589 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                               71,589 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
          71,589 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 0.7% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IA, OO                                                  
----------- ====================================================================

Page 7 of 34 Pages

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Farallon Partners, L.L.C.                               
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

Delaware                                                
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
  SHARES                       85,637 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                               85,637 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
          85,637 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 0.9% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

OO                                                      
----------- ====================================================================

Page 8 of 34 Pages

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

David I. Cohen                                          
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

Page 9 of 34 Pages

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Chun R. Ding                                            
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

 Page 10 of 34 Pages

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Joseph F. Downes                                        
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

 Page 11 of 34 Pages

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

William F. Duhamel                                      
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Richard B. Fried                                        
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Monica R. Landry                                        
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

William F. Mellin                                       
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Stephen L. Millham                                      
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Derek C. Schrier                                        
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas F. Steyer                                        
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

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 13D
===================                                                             
CUSIP No. 649271103                                                             
===================                                                             

----------- ====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Mark C. Wehrly                                          
----------- ====================================================================
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                               (a) [   ]
                                                 (b) [ X ]**
                           **       The reporting persons making this filing are
    2                               the deemed beneficial owners of an aggregate
                                    of at least  157,226  Shares.  The reporting
                                    person on this cover page,  however,  is the
                                    deemed   beneficial   owner   only   of  the
                                    securities  reported  by  it on  this  cover
                    page. [See Preliminary Note]
----------- ====================================================================
3       SEC USE ONLY                                                    

----------- ====================================================================
4       SOURCE OF FUNDS (See Instructions)                              

N/A                                                     
----------- ====================================================================
     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5       TO ITEMS 2(d) OR 2(e)                                           
                                                   [   ]
----------- ====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
----------- ====================================================================
  7        SOLE VOTING POWER
-0-   
       NUMBER OF       ------------- ===========================================
    8        SHARED VOTING POWER
   SHARES                       157,226 Shares plus certain additional
BENEFICIALLY                    Shares through the ownership of       
       OWNED BY                      additional Warrants. [See Preliminary Note]
                       ------------- ===========================================
EACH               9        SOLE DISPOSITIVE POWER            
-0-   
       REPORTING       ------------- ===========================================
PERSON WITH           10       SHARED DISPOSITIVE POWER             
                                157,226 Shares plus certain additional
                         Shares through the ownership of
                                     additional Warrants. [See Preliminary Note]
----------- ====================================================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
           157,226 Shares plus certain additional Shares through the ownership
of additional Warrants. [See Preliminary Note]          
----------- ====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                   [   ]
----------- ====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

At least 1.6% [See Preliminary Note]                    
----------- ====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     

IN                                                      
----------- ====================================================================

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         This  Amendment No. 3 to Schedule 13D amends the Schedule 13D initially
filed on June 20, 2003 (collectively, with all amendments thereto, the "Schedule
13D").                                                                          
         Preliminary  Note: The Reporting  Persons (as defined below) are filing
this Amendment to their Schedule 13D with respect to the Common Stock, par value
$0.001  per share (the  "Shares"),  of New World  Restaurant  Group,  Inc.  (the
"Company").  The Reporting Persons own, in aggregate, 1,744 Shares. In addition,
the Reporting Persons own, in aggregate,  158,655 Warrants issued by the Company
(the  "Warrants")  issued pursuant to that certain Warrant  Agreement dated June
19,  2001  between  the Company and  Jefferies  & Company,  Inc.  (the  "Warrant
Agreement"). Each Warrant is immediately exercisable and represents the right to
purchase  0.98  Shares at an  exercise  price of $1.00 per share.  In  addition,
pursuant to Section  4.28 of that  certain  Indenture  dated as of June 19, 2001
(the  "Indenture") for  $140,000,000 of the Company's Senior Secured  Increasing
Rate Notes due 2003 and Senior Secured  Increasing Rate Notes due 2003, Series B
(together,  the "Notes"),  the Reporting  Persons,  as holders of certain Notes,
were  entitled  to  receive  certain  additional  Warrants  if  the  Notes  were
outstanding on each of March 15, 2002,  June 15, 2002 and each month  thereafter
(together, the "Step-up Warrants").                                             
         The Notes were outstanding on each of March 15, 2002, June 15, 2002 and
each month  thereafter  through and  including  June 15, 2003. As of the date of
this  filing,  the  Notes  are no  longer  outstanding.  The  Reporting  Persons
therefore  believe  that,  pursuant  to the  terms of the  Indenture,  they were
entitled  to receive  Step-up  Warrants  on March 15,  2002,  June 15,  2002 and
monthly  thereafter  through June 15, 2003.  As of the date of this filing,  the
Reporting  Persons have  received  the Warrants  that accrued on March 15, 2002,
June 15, 2002,  July 15, 2002 and August 15, 2002, but none of the Warrants that
accrued  thereafter  (such  unissued  Warrants  being  the  "Additional  Step-up
Warrants").  The Reporting Persons are unable to determine or confirm the number
of                                                                              

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Warrants  they  will  receive  upon the  issuance  of these  Additional  Step-up
Warrants.  The Reporting  Persons have therefore noted on their cover pages that
they are the deemed  beneficial owner of certain  additional  Shares through the
ownership  of  additional  Warrants  but have not  provided  the amount of these
additional  Shares.   Such  additional  Shares  could  materially  increase  the
beneficial  ownership  of the Shares held by the  Reporting  Persons;  provided,
however,  that  the  Reporting  Persons'  deemed  beneficial  ownership  of  the
percentage of Shares  outstanding on any given date (through their  ownership of
any of the Warrants discussed in this Schedule 13D) will also be affected by the
number of Warrants  that other  Warrant  holders may have  exercised  as of such
date.                                                                           

         The  Reporting  Persons are filing this  Schedule  13D to report  their
direct ownership of the 1,744 Shares, their deemed beneficial ownership, through
the 158,655 Warrants issued to them to date, of an additional 155,482 Shares and
their deemed  beneficial  ownership  of  additional  Shares (in an  undetermined
amount) due to their entitlement to certain  Additional  Step-up  Warrants.  All
numbers  and  percentages  contained  in  this  Schedule  13D  represent  Shares
(including  Shares owned  directly and Shares  deemed to be  beneficially  owned
through the 158,655  Warrants owned by the Reporting  Persons) and not Warrants,
unless stated  otherwise.  All  percentages  are based on the  9,841,828  Shares
outstanding  as of  September  30, 2003 (as  reported by the  Company)  plus the
additional  Shares that would be issued if the Reporting  Persons  exercised the
158,655  Warrants  issued to them to date.  The  percentages  do not  assume the
exercise of Warrants  held by any other  persons or  entities.  For  information
regarding the Warrants and the "step-up"  provisions  discussed  above,  see the
Indenture filed as Exhibit 99.10 to the Company's Form 8-K filed on July 3, 2001
and the Warrant Agreement filed as Exhibit 99.13 to the Company's Form 8-K filed
on July 3, 2001, both of which are incorporated herein by reference.            

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         As reported in Item 4 of Amendment  No. 1 to this Schedule 13D, on June
26, 2003 the  Partnerships  and the Managed  Accounts  entered into an Agreement
with the Company  pursuant to which they agreed to execute a second amendment to
the  Warrant  Agreement  in order to  provide  that  the  recapitalization  (the
"Recapitalization")  contemplated  by the Equity  Restructuring  Agreement dated
June 26,  2003,  by and among the Company and certain  holders of the  Company's
Notes (not  including  any of the  Reporting  Persons),  would not  trigger  the
anti-dilution provisions contained in the Warrant Agreement.  Amendment No. 2 to
the Warrant Agreement (the "Second  Amendment") was entered into as of September
25, 2003  between  the  Company,  The Bank of New York and the  warrant  holders
listed on  Schedule I  thereto.  The  Recapitalization  became  effective  as of
September  30, 2003,  which  involved a  1.6610444-for-one  forward  stock split
("Forward Stock Split").  In accordance with the Second  Amendment,  the Forward
Stock  Split did not  increase  the  number of  Warrants  held by the  Reporting
Persons,  though it did  increase  the  number of Shares  held  directly  by the
Reporting Persons. Immediately following the completion of the Recapitalization,
the Company effected a one-for-one hundred reverse stock split. As a result, the
Reporting Persons' beneficial ownership of outstanding Shares fell below 5%.    

Item 5.  Interest In Securities Of The Issuer.                                  
------   ------------------------------------                                   

         Item 5 of the  Schedule  13D is amended and restated in its entirety as
follows:                                                                        

(a)      The Partnerships                                     
----------------                            

                  (a),(b)  The information set forth in Rows 7 through 13 of the
                           cover   page   hereto   for   each   Partnership   is
                           incorporated   herein  by  reference  for  each  such
                           Partnership.  The percentage  amount set forth in Row
                           13 for all cover  pages  filed  herewith  hereto with
                           respect to the  Partnerships is calculated based upon
                           the sum of (i) the 9,841,828 Shares outstanding as of
                           September  30,  2003 as  reported  by the Company and
                           (ii) with respect to each Partnership,  the number of
                           Shares   for  which  the   Warrants   owned  by  such
   Partnership can be exercised.

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                  (c)      There  have  been no  transactions  in the  Shares or
                          Warrants since the filing of the prior Schedule 13D.

                  (d)      The  General  Partner  has the  power to  direct  the
                           affairs   of   the   Partnerships,    including   the
                           disposition of the proceeds of the sale of the Shares
                           and Warrants.  The Individual  Reporting  Persons are
              managing members of the General Partner.

                  (e)      As of September 30, 2003, the Reporting  Persons were
                           no longer the  beneficial  owner of 5% or more of the
outstanding Shares.       

(b)      The Management Company                               
----------------------                      

                  (a),(b)  The information set forth in Rows 7 through 13 of the
                           cover  page  hereto  for the  Management  Company  is
                           incorporated  herein  by  reference.  The  percentage
                           amount set forth in Row 13 of the cover  page  hereto
                           for the Management  Company is calculated  based upon
                           the sum of (i) the 9,841,828 Shares outstanding as of
                           September  30,  2003 as  reported  by the Company and
                           (ii) the  number  of Shares  for  which the  Warrants
                     owned by the Managed Accounts can be exercised.

                  (c)      There  have  been no  transactions  in the  Shares or
                          Warrants since the filing of the prior Schedule 13D.

                  (d)      The Management Company, as an investment adviser, has
                           the power to direct the  disposition  of the proceeds
                           of the sale of the  Shares and  Warrants  held by the
                           Managed  Accounts.  The Individual  Reporting Persons
                     are managing members of the Management Company.

                  (e)      As of September 30, 2003, the Reporting  Persons were
                           no longer the  beneficial  owner of 5% or more of the
outstanding Shares.       

(c)      The General Partner                                  
-------------------                         

                  (a),(b)  The information set forth in Rows 7 through 13 of the
                           cover  page  hereto  for  the   General   Partner  is
                           incorporated  herein  by  reference.  The  percentage
                           amount  set forth in Row 13 of the cover page for the
                           General  Partner is calculated  based upon the sum of
                           (i) the 9,841,828 Shares  outstanding as of September
                           30,  2003 as  reported  by the  Company  and (ii) the
                           number of Shares for which the Warrants owned by each
           of the Partnerships can be exercised.

(c)      None.                              

                  (d)      The  General  Partner  has the  power to  direct  the
                           affairs   of   the   Partnerships,    including   the
                           disposition of the proceeds of the sale of the Shares
and                       

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                           Warrants.   The  Individual   Reporting  Persons  are
              managing members of the General Partner.

                  (e)      As of September 30, 2003, the Reporting  Persons were
                           no longer the  beneficial  owner of 5% or more of the
outstanding Shares.       

(d)      The Individual Reporting Persons                     
--------------------------------            

                  (a),(b)  The information set forth in Rows 7 through 13 of the
                           cover  page  hereto  for  each  Individual  Reporting
                           Person is  incorporated  herein by reference for each
                           such  Individual  Reporting  Person.  The  percentage
                           amount set forth in Row 13 for all cover  pages filed
                           herewith  with  respect to the  Individual  Reporting
                           Persons is  calculated  based upon the sum of (i) the
                           9,841,828 Shares outstanding as of September 30, 2003
                           as  reported  by the  Company  and (ii) the number of
                           Shares  for which the  Warrants  owned by each of the
                           Partnerships   and  the  Managed   Accounts   can  be
exercised.                

(c)      None.                              

                  (d)      The  General  Partner  has the  power to  direct  the
                           affairs   of   the   Partnerships,    including   the
                           disposition of the proceeds of the sale of the Shares
                           and  Warrants.   The   Management   Company,   as  an
                           investment  adviser,  has the  power  to  direct  the
                           disposition of the proceeds of the sale of the Shares
                           and  Warrants  held  by  the  Managed  Accounts.  The
                           Individual  Reporting Persons are managing members of
                           the General Partner. The Individual Reporting Persons
                     are managing members of the Management Company.

                  (e)      As of September 30, 2003, the Reporting  Persons were
                           no longer the  beneficial  owner of 5% or more of the
outstanding Shares.       

        The Shares reported hereby for the Partnerships are beneficially owned
by the Partnerships and those reported by the Management Company on behalf of   
the Managed Accounts are beneficially owned by the Managed Accounts (through the
Partnerships' and Managed Accounts' ownership, respectively, of Shares and      
Warrants). The General Partner, as general partner to the Partnerships, may be  
deemed to be the beneficial owner of all such Shares beneficially owned by the  
Partnerships (through their ownership of Shares and Warrants). The Management   
Company, as investment adviser to the Managed Accounts, may be deemed to be the 
beneficial owner of all such Shares beneficially owned by the Managed Accounts  
(through their ownership of Shares and Warrants). The Individual Reporting      
Persons, as managing members of both the General Partner and/or the Management  
Company, may each be deemed to be the beneficial owner of all such Shares       
beneficially owned by the Partnerships and the Managed Accounts (through their  
ownership of Shares and Warrants). Each of the Management Company, the General  
Partner and the Individual Reporting Persons hereby disclaims any beneficial    
ownership of any such Shares.                                                   

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Item 6.  Contracts, Arrangements, Understandings Or                             
------   ------------------------------------------                             
Relationships With Respect To Securities Of The Issuer.       
------------------------------------------------------        

    Item 6 of the Schedule 13D is amended and supplemented as follows:

         Except for the Second Amendment  described in the Preliminary Note, the
Note  Agreement,  as described in Item 4 of Amendment No. 2 to the Schedule 13D,
the  Indenture  described  in the  Preliminary  Note of  Amendment  No. 2 to the
Schedule  13D, the  Standstill  Agreement  described in Item 4 of the  Reporting
Person's  original  Schedule  13D filed on June 20,  2003 and the  Agreement  as
described  in Item 4 of Amendment  No. 1 to the  Schedule  13D, and as otherwise
described  above,  there  are  no  contracts,  arrangements,  understandings  or
relationships  (legal or otherwise) among the Reporting  Persons or between such
persons and any other  person with  respect to any  securities  of the  Company,
including  but not limited to the  transfer or voting of any  securities  of the
Company,  finder's fees, joint ventures,  loan or option  arrangements,  puts or
calls,  guarantees  of profits,  divisions of profits or loss,  or the giving or
withholding of proxies.                                                         

Item 7.  Materials To Be Filed As Exhibits.                                     
------   ---------------------------------                                      

         There  is  filed  herewith  as  Exhibit  13 the  Second  Amendment,  as
described in the Preliminary  Note above.  Such Second Amendment is incorporated
herein by reference.                                                            

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SIGNATURES

         After  reasonable  inquiry and to the best of our knowledge and belief,
the  undersigned  certify that the  information  set forth in this  statement is
true, complete and correct.                                                     

Dated:  October 9, 2003                                                         

/s/ Joseph F. Downes          
          ----------------------------------------
FARALLON PARTNERS, L.L.C.,    
             on its own behalf and as General Partner of
  FARALLON CAPITAL PARTNERS, L.P.,
                FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
                   FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
                    FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
And TINICUM PARTNERS, L.P.    
By Joseph F. Downes,          
Managing Member               

/s/ Joseph F. Downes          
          ----------------------------------------
      FARALLON CAPITAL MANAGEMENT, L.L.C.,
By Joseph F. Downes,          
Managing Member               

/s/ Joseph F. Downes          
          ----------------------------------------
                        Joseph F. Downes, individually and as attorney-in-fact
                      for each of David I. Cohen, Chun R. Ding, William F.
                      Duhamel, Richard B. Fried, Monica R. Landry, William
                  F. Mellin, Stephen L. Millham, Derek C. Schrier,
      Thomas F. Steyer and Mark C. Wehrly.

         The Powers of Attorney,  each  executed by Cohen,  Mellin,  Millham and
Steyer  authorizing  Downes to sign and file this  Schedule 13D on each person's
behalf, which were filed with Amendment No. 1 to the Schedule 13D filed with the
Securities  and  Exchange  Commission  on January 20,  1998,  by such  Reporting
Persons with respect to the Units of Spiros  Development  Corporation  II, Inc.,
are hereby incorporated by reference.  The Powers of Attorney,  each executed by
Duhamel and Fried authorizing  Downes to sign and file this Schedule 13D on each
person's behalf, which were filed with Amendment No. 7 to the Schedule 13D filed
with  the  Securities  and  Exchange  Commission  on  February  9,  1999 by such
Reporting Persons with respect to the Callable Class A Common Stock of Crescendo
Pharmaceuticals  Corporation, are hereby incorporated by reference. The Power of
Attorney  executed  by Mark C. Wehrly  authorizing  Downes to sign and file this
Schedule 13D on his behalf, which was filed with Amendment No. 4 to the Schedule
13D filed with the  Securities  and Exchange  Commission on January 18, 2000, by
such  Reporting  Person  with  respect to the Class A Common  Stock of  Momentum
Business Applications,  Inc., is hereby incorporated by reference.  The Power of
Attorney executed by Monica R. Landry authorizing                               

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Downes to sign and file this  Schedule  13D on her behalf,  which was filed with
the Schedule 13G filed with the  Securities  and Exchange  Commission on January
22,  2001,  by such  Reporting  Person  with  respect  to the  Common  Stock  of
Korn/Ferry  International,  is hereby  incorporated by reference.  The Powers of
Attorney  executed  by each of Chun R.  Ding and  Derek C.  Schrier  authorizing
Downes to sign and file this  Schedule  13D on his behalf,  which was filed with
Amendment  No. 1 to the  Schedule  13D filed with the  Securities  and  Exchange
Commission on July 2, 2003, by such Reporting  Person with respect to the Common
Stock of Salix Pharmaceuticals, Ltd., is hereby incorporated by reference.      

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                                                                         ANNEX 1

         Set forth below with respect to the Management  Company and the General
Partner is the  following  information:  (a) name;  (b) address;  (c)  principal
business;  (d) state of  organization;  and (e) controlling  persons.  Set forth
below with respect to each  managing  member of the  Management  Company and the
General Partner is the following:  (a) name; (b) business address; (c) principal
occupation; and (d) citizenship.                                                

1.       The Management Company                                                 
----------------------                                        

(a)      Farallon Capital Management, L.L.C.                  
(b)      One Maritime Plaza, Suite 1325                       
San Francisco, California  94111            
   (c)      Serves as investment adviser to various managed accounts
(d)      Delaware limited liability company                   
         (e)      Managing  Members:  Thomas F. Steyer,  Senior Managing Member;
                  David I. Cohen,  Chun R. Ding,  Joseph F.  Downes,  William F.
                  Duhamel,  Richard  B.  Fried,  Monica R.  Landry,  William  F.
                  Mellin,  Stephen  L.  Millham,  Derek C.  Schrier  and Mark C.
Wehrly, Managing Members.                   

2.       The General Partner                                                    
-------------------                                           

(a)      Farallon Partners, L.L.C.                            
(b)      c/o Farallon Capital Management, L.L.C.              
One Maritime Plaza, Suite 1325              
San Francisco, California  94111            
(c)      Serves as general partner to investment partnerships 
(d)      Delaware limited liability company                   
         (e)      Managing  Members:  Thomas F. Steyer,  Senior Managing Member;
                  David I. Cohen,  Chun R. Ding,  Joseph F.  Downes,  William F.
                  Duhamel, Fleur E. Fairman, Richard B. Fried, Monica R. Landry,
                  William F. Mellin,  Stephen L.  Millham,  Derek C. Schrier and
Mark C. Wehrly, Managing Members.           

3.       The Individual Reporting Persons/The Managing Members                  
-----------------------------------------------------         

         Except as stated below,  each of the Managing  Members  (including  the
         Individual Reporting Persons) is a United States citizen whose business
         address is c/o Farallon Capital Management, L.L.C., One Maritime Plaza,
         Suite 1325, San Francisco,  California 94111. The principal  occupation
         of  Thomas F.  Steyer  is  serving  as  senior  managing  member of the
         Management Company and the General Partner. The principal occupation of
         each other  Managing  Member is  serving  as a  managing  member of the
         Management  Company  and/or the General  Partner.  None of the Managing
         Members   (including  the  Individual   Reporting   Persons)  have  any
         additional  information  to disclose  with  respect to Items 2-6 of the
 Schedule 13D that is not already disclosed in the Schedule 13D.

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 EXHIBIT INDEX

EXHIBIT 13                          Amendment No. 2 to Warrant  Agreement of New
                                    World  Restaurant  Group,  Inc., dated as of
                                    September   25,  2003,   between  New  World
                                    Restaurant Group, Inc., The Bank of New York
                                    and the warrant holders listed on Schedule I
thereto 

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                                                                      EXHIBIT 13
                                                                              to
                                                                    SCHEDULE 13D

AMENDMENT NO.2
TO
 WARRANT AGREEMENT
OF
NEW WORLD RESTAURANT GROUP, INC.
(FORMERLY, NEW WORLD COFFEE-MANHATTAN BAGEL, INC.)

As of September 25, 2003

         Amendment  No. 2 to the  Warrant  Agreement  dated as of June 19,  2001
between New World Restaurant Group,  Inc.,  formerly New World  Coffee-Manhattan
Bagel,  Inc. (the "Company"),  The Bank of New York, as successor in interest to
the  corporate  trust  business of United  States Trust  Company of New York, as
warrant agent (the "Warrant Agent"),  and the warrant holders listed on Schedule
I (the "Warrant Holders").                                                      

         The Company and the Warrant  Agent are parties to a Warrant  Agreement,
dated as of June 19, 2001, as amended (the "Warrant Agreement").                

         The Company and the Warrant Holders desire to effect a recapitalization
of the  equity  capital of the  Company  pursuant  to the  Equity  Restructuring
Agreement dated June 26, 2003 between the Company and Greenlight Capital,  L.P.,
Greenlight Capital Qualified, L.P., Greenlight Capital Offshore, Ltd., Brookwood
New World Investors, L.L.C., NWCI Holdings, LLC and Halpern Denny Fund III, L.P.
(the "Equity Restructuring Agreement").                                         

         The  Warrant  Holders  hold  more  than a  majority  in  number  of the
outstanding Warrants as of September 25, 2003.                                  

The parties hereby agree as follows:                          

         I.  Capitalized  terms  used  and not  defined  herein  shall  have the
meanings assigned to them in the Warrant Agreement.                             

         2. The Warrant  Agreement is amended by adding the following to Section
5.1:                                                                            

                  "(p)     Anti-dilution  Waiver Provision.  Notwithstanding any
                           other provision  hereof,  it is expressly  understood
                           that the Warrants shall not be adjusted in connection
                           with  the   restructuring  of  the  Company's  equity
                           capital  occurring on or prior to September  30, 2003
                           pursuant to, and on the terms set forth in the Equity
                           Restructuring    Agreement,     including,    without
limitation:               

                           i.       certain  holders of the  Series F  preferred
                                    stock,  par value  $0.001 per share,  of the
                                    Company  (the  "Series F  Preferred  Stock")
                                    will convert all of their shares of Series F
                                    Preferred  Stock bf the Company,  and all of
                                    their  Common Stock and warrants to purchase
                                    Common  Stock into shares of a  newly-issued
                                    non-interest  bearing preferred  security of
              the Company, having an

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                                    aggregate  face amount of $57 million  which
                                    is  redeemable  by the  Company  in 6  years
                                    (such    transactions    are   referred   to
                        collectively as the "Exchange");

                           ii.      upon  consummation  of  the  Exchange,   the
                                    Company  will  effect  a   1.6610444-for-one
                                    forward  stock  split  (the  "Forward  Stock
                                    Split") of the Company's  outstanding Common
                                    Stock With no fractional shares to be issued
                                   in connection with the Forward Stock Split;

                           iii.     all remaining  holders of Series F Preferred
                                    Stock of the Company will convert all of the
                                    remaining shares of Series F Preferred Stock
                                    of the Company (the shares  issued upon such
                                    conversion  shall  not  be  subject  to  the
                                    Forward   Stock  Split)   according  to  the
                                    provisions   set   forth   in   the   Equity
                    Restructuring Agreement; and

                           iv.      upon the  closing  of the  transactions  set
                                    forth in the Equity Restructuring Agreement,
                                    the Company's  capitalization will be as set
                                    forth in the Equity Restructuring Agreement.

         3. The Warrant  Agent shall send a notice to each Holder  stating  that
the Warrant  Agreement has been amended and setting forth the new Section 5.1(p)
in the form attached hereto as Exhibit A.                                       

         4. The  Warrant  Agent  shall  not be  liable  or  responsible  for the
validity or  sufficiency of this  Amendment No. 2 or the due  authorization  and
delivery by the Company or the Warrant Holders.                                 

         5. Except as provided in this  Amendment  No. 2, the Warrant  Agreement
shall remain in effect without change.                                          

         6. This Amendment No. 2 may be executed in any number of  counterparts,
each of which  when so  executed  shall be  deemed to be an  original;  and such
counterparts shall together constitute but one and the same instrument.         

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         IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 2 to
be executed by their duly authorized officer as of the date first written above.

NEW WORLD RESTAURANT, INC.

By: /s/ Anthony D. Wedo   
                     -----------------------------------------
    Name:  Anthony D. Wedo
                             Title: Chairman and Chief Restructuring Officer

            THE BANK OF NEW YORK, as Warrant Agent

      By: /s/ Margaret M. Ciesmelewski
                     -----------------------------------------
             Name:  Margaret M. Ciesmelewski
   Title: Vice President

BET ASSOCIATES, L.P.      

By: /s/ Bruce E. Toll     
                     -----------------------------------------
Name:             
Title:            

     BRUCE & ROBBI S TOLL FOUNDATION

By: /s/ Bruce E. Toll     
                     -----------------------------------------
Name:             
Title:            

TOLL FAMILY TRUST         

By: /s/ Bruce E. Toll     
                     -----------------------------------------
Name:             
Title:            

BRUCE E. TOLL             

By: /s/ Bruce E. Toll     
                     -----------------------------------------
Name:             
Title:            

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     FARALLON CAPITAL PARTNERS, L.P.
                   FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
                      FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
                       FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
TINICUM PARTNERS, L.P.    

                          By: FARALLON PARTNERS, L.L.C., their General Partner

By: /s/ Derek C. Schrier  
                     -----------------------------------------
     Name:  Derek C. Schrier
    Title: Managing Member

               FARALLON CAPITAL OFFSHORE INVESTORS, INC.

                           By: FARALLON CAPITAL  MANAGEMENT,  L.L.C.,  its Agent
and Attorney-in-Fact      

By: /s/ Derek C. Schrier  
                     -----------------------------------------
     Name:  Derek C. Schrier
    Title: Managing Member

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Schedule I

----------------------------------------- --------------------------------------
Warrant Holder                            Warrant Shares Held                   
----------------------------------------- --------------------------------------
BET Associates, L.P.                      403,956                               
----------------------------------------- --------------------------------------
Bruce E & Robbi S Toll Foundation         141,414                               
----------------------------------------- --------------------------------------
Toll Family Trust                         20,188                                
----------------------------------------- --------------------------------------
Bruce E. Toll                             40,376                                
----------------------------------------- --------------------------------------
Farallon Partners, L.L.C. and Farallon    25,811,828                            
Capital Management, L.L.C. and their                                            
affiliates                                                                      
----------------------------------------- --------------------------------------
Total:                                    26,420,762                            
----------------------------------------- --------------------------------------

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	12/31/05	1		13F-HR
Filed on:	10/9/03	26		4
	9/30/03	1	30	10-Q, 13F-HR, 4, 4/A
	9/25/03	22	30	4, 424B3
	7/2/03	27		4, SC 13D/A
	6/26/03	22	30
	6/20/03	20	25	SC 13D, SC 13D/A
	6/15/03	20
	8/15/02	20
	7/15/02	20		4
	6/15/02	20
	3/15/02	20		4
	7/3/01	21		10-Q, 10-Q/A, 8-K, SC 13D
	6/19/01	20	30	4, 8-K
	1/22/01	27		SC 13G
	1/18/00	26		SC 13D/A
	2/9/99	26
	1/20/98	26
				List all Filings

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Filing Submission 0000909661-03-000075 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Farallon Capital Management LLC, et al. – ‘SC 13D/A’ on 10/9/03 re: Einstein Noah Restaurant Group Inc

On: Thursday, 10/9/03, at 3:15pm ET · Accession #: 909661-3-75 · File #: 5-50342

Previous ‘SC 13D’: ‘SC 13D/A’ on 9/17/03 · Next: ‘SC 13D/A’ on 11/10/03 · Latest: ‘SC 13D/A’ on 3/15/23

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents