8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K


[X]   Current Report Pursuant to Section 13 or 15(d) of the
      Securities and Exchange Act of 1934


                Date of Report (Date of earliest event reported)
                                  MAY 25, 2001


                           NE RESTAURANT COMPANY, INC.
             (Exact name of registrant as specified in its charter)


                        Commission File Number 333-62775


           DELAWARE                                     06-1311266
- --------------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                    Identification Number)


5 CLOCK TOWER PLACE, MAYNARD, MASSACHUSETTS                01754
- --------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code:  (978) 897-1400


                                       N/A
          (Former Name or former address, if changed since last report)





Item 5.  Other Information

       On May 25, 2001, NE Restaurant Company, Inc. (the "Company") commenced a
tender offer and consent solicitation for up to $43 Million of its outstanding
$100 Million 10 3/4% Senior Notes due 2008 (the "Notes"). The source of the
consideration for the tender offer and consent solicitation is a portion of the
net proceeds received from the Company's sale of forty Chili's Grill & Bar and
seven On The Border Mexican Grill & Cantina restaurants to Brinker
International, Inc. in April 2001 (see Note 3 of Notes to Consolidated Financial
Statements included in the Company's Form 10-Q filed on May 18, 2001).

       The tender offer and the consent solicitation are subject to the terms
and conditions in the Offer to Purchase and Consent Solicitation Statement dated
May 25, 2001. The expiration date of the tender offer is 5:00 p.m., E.D.T. on
June 26, 2001, unless extended by the Company. The consent solicitation deadline
is expected to be 5:00 p.m., E.D.T. on June 13, 2001, subject to extension.

       The total consideration offered in the tender offer and the consent
solicitation is $705 per $1,000 principal amount of the Notes. By means of the
consent solicitation, the Company is seeking consents from the registered
holders of the Notes ("Holders") to a proposed amendment to the Indenture
relating to such Notes. Holders will not be required to tender their Notes in
order to consent to the proposed amendment, but Holders will be required to
consent to the proposed amendment in order to tender. If all the conditions to
the consent solicitation are satisfied, Holders who deliver consents on or prior
to the consent solicitation deadline will receive a consent payment of $5 per
$1,000 principal amount of the Notes held by such Holder. The total
consideration for a valid tender and consent includes the $5 consent payment.
Holders who tender their Notes after the consent solicitation deadline will
receive the total consideration minus the consent payment.

       The tender offer and consent solicitation are subject to certain
conditions, which may be waived by the Company. The Company reserves the right
to withdraw or modify the terms of the tender offer and consent solicitation.

       As of May 25, 2001, the Company owned and operated 74 Bertucci's Brick
Oven Pizzeria restaurants in ten states.





       The statements contained herein that are not historical facts are
forward-looking statements. These forward-looking statements involve risks and
uncertainties and, consequently, could be affected by general business and
economic conditions, the impact of competition, the seasonality of the company's
business, governmental regulations, and inflation.

Item 7.  Financial Statements, PRO FORMA Financial Information and Exhibits.

       (c) Exhibits.

       99.1 Press Release dated June 25, 2001.








                                    SIGNATURE


       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                NE RESTAURANT COMPANY, INC.
                                         ---------------------------------------
                                                    (Registrant)




Date: June 8, 2001                       BY: /s/ KURT J. SCHNAUBELT
                                            ------------------------------------
                                            Kurt J. Schnaubelt
                                            Vice President - Finance and Chief
                                            Accounting Officer

EX-99.1

EXHIBIT 99.1
PRESS RELEASE

Friday May 25, 2001

NE RESTAURANT COMPANY, INC. COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR
ITS OUTSTANDING SENIOR NOTES


       MAYNARD, MASSACHUSETTS. NE Restaurant Company, Inc. (NERCO), the owner
and operator of Bertucci's Brick Oven Pizzeria restaurants, announced today that
it has commenced a tender offer and consent solicitation for up to $43 Million
of its outstanding $100 Million 10 3/4% Senior Notes due July 15, 2008 (the
"Notes"). The source of the consideration for the tender offer and consent is a
portion of the net proceeds received from the sale of forty Chili's Grill & Bar
and seven On The Border Mexican Grill & Cantina restaurants to Brinker
International, Inc. in April 2001.

       The tender offer and the consent solicitation are subject to the terms
and conditions in the Offer to Purchase and Consent Solicitation Statement dated
May 25, 2001. The expiration date of the tender offer is 5:00 p.m., New York
City time on June 26, 2001, unless extended by NERCO. The consent solicitation
deadline is expected to be 5:00 p.m., New York City time on June 13, 2001,
subject to extension.

       The total consideration offered in the tender offer and the consent
solicitation is $705 per $1,000 principal amount of the Notes. By means of the
consent solicitation, NERCO is seeking consents from the registered holders of
the Notes ("Holders") to a proposed amendment to the Indenture relating to such
Notes. Holders will not be required to tender their Notes in order to consent to
the proposed amendment, but Holders will be required to consent to the proposed
amendment in order to tender. If all the conditions to the consent solicitation
are satisfied, Holders who deliver consents on or prior to the consent
solicitation deadline will receive a consent payment of $5 per $1,000 principal
amount of the Notes held by such Holder. The total consideration for a valid
tender and consent includes the $5 consent payment. Holders who tender their
Notes after the consent solicitation deadline will receive the total
consideration minus the consent payment.

       If the consent solicitation is successful and the tender offer is fully
accepted, NERCO's annual net interest expense will be reduced approximately $4.6
Million, and its total debt outstanding will be reduced approximately 43% to
$57.0 Million.

       The tender offer and consent solicitation are subject to certain
conditions, which may be waived by the Company. The Company reserves the right
to withdraw or modify the terms of the tender offer and consent solicitation.

       J.P. Morgan Securities, Inc. ("JP Morgan") is the Dealer Manager for the
tender offer and Solicitation Agent for the consent solicitation. Robert Berk at
JP Morgan can be reached at 800/245-8812 or 212/270-1100. Requests for
assistance or additional sets of the materials may be directed to JP Morgan or
D.F. King Co., Inc., the Information Agent for the tender offer and




consent solicitation, at 800/735-3591 (toll-free).

       This announcement is not an offer to purchase, a solicitation of an offer
to purchase or a solicitation of consents with respect to the Notes. The tender
offer and consent solicitation are being made solely by the Offer to Purchase
and Consent Solicitation Statements dated May 25, 2001.

       NERCO currently owns and operates 74 Bertucci's Brick Oven Pizzeria
restaurants featuring freshly prepared, Italian-style entrees made from original
recipes, including gourmet pizzas and specialty pasta dishes.

       The statements contained in this press release that are not historical
facts are "forward-looking statements" as that term is defined under the federal
securities laws. These forward-looking statements involve risks and
uncertainties and, consequently, could be affected by, among other things,
general business and economic conditions, the impact of competition, the
seasonality of the company's business, governmental regulations, and inflation.

CONTACT:  NE Restaurant Company, Inc.
          Kurt Schnaubelt   978/897-1435