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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 14D-9
                                (Amendment No. 2)
                      Solicitation/Recommendation Statement
                      Pursuant to Section 14(d) (4) of the
                         Securities Exchange Act of 1934




                            (Name of Subject Company)

                     Common Stock, $.005 par value per share
                         (Title of Class of Securities)



                                   086063 10 4
                      (CUSIP Number of Class of Securities)



                                 Joseph Crugnale
                                    President
                                Bertucci's, Inc.
                                 14 Audubon Road
                         Wakefield, Massachusetts 01880
                                 (781) 246-6700
                  (Name, address and telephone number of person
               authorized to receive notices and communications on
                    behalf of the person(s) filing statement)



                                 With a copy to:

                               James Westra, Esq.
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600

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    This    Amendment    No.   2   further    amends   and    supplements    the
Solicitation/Recommendation   Statement   on  Schedule   14D-9  filed  with  the
Securities and Exchange  Commission (the  "Commission")  by Bertucci's,  Inc., a
Massachusetts  corporation  (the  "Company"),  on May 20,  1998  (as  heretofore
amended,  the  "Schedule  14D-9"),  and relates to the tender offer made by NERC
Acquisition  Corp., a Massachusetts  corporation  ("Purchaser") and wholly owned
subsidiary of NE Restaurant Company,  Inc., a Delaware  corporation  ("Parent"),
disclosed  in a  Tender  Offer  Statement  on  Schedule  14D-1  filed  with  the
Commission  on May 20,  1998,  as  heretofore  amended,  to purchase  all of the
outstanding  shares of the  Company's  common  stock,  $.005 par value per share
("Company  Common  Stock"),  at a purchase  price of $10.50 per share of Company
Common  Stock,  net to the  seller  in cash,  on the terms  and  subject  to the
conditions set forth in the Purchaser's  Offer to Purchase,  dated May 20, 1998,
and the related Letter of Transmittal. The purpose of this Amendment No. 2 is to
amend Item 3 of the  Schedule  14D-9 as set forth  below.  Terms  defined in the
Schedule  14D-9  are used in this  Amendment  No. 2 with  the same  meanings  as
provided in the Schedule 14D-9.

Item 8.  Additional Information to Be Furnished.

    The  information set forth in Item 3 of the Schedule 14D-9 is hereby amended
and  supplemented by adding to the  information set forth under  subcaption "The
Merger Agreement - Litigation Settlement Agreement" the following paragraph:

    On June 4, 1998,  plaintiffs in the Stockholder Actions filed a Consolidated
Amended and  Supplemental  Class Action  Complaint (the "Amended  Complaint") in
which they named, in addition to the Company and its Board of Directors,  Parent
and Purchaser as nominal defendants. In lieu of challenging the Ten Ideas Merger
pursuant to the original complaint filed in February 1998, the Amended Complaint
asserts claims (i)  challenging  the payment to Mr. Crugnale under the Ten Ideas
Merger  Agreement  of a  termination  fee of $1.5  million and up to $750,000 of
documented  expenses and the  approval of the  Litigation  Settlement  Agreement
which  acknowledged  such  payments  and provided  that the Company,  Parent and
Purchaser  would not contest or seek to recover such payments as breaches of the
directors'  fiduciary  duties and self  dealing on the part of Mr.  Crugnale and
(ii) seeking to recover legal fees for plaintiffs' counsel on the alleged ground
that the Offer  resulted in part  through the  efforts of  plaintiffs  and their
counsel.  On June 4,  1998,  plaintiffs  also  filed  an  emergency  motion  for
expedited  discovery and to schedule a hearing to seek a preliminary  injunction
to set aside a  portion  of the total  purchase  price to be paid by Parent  and
Purchaser  pursuant to the Offer for the possible  payment of plaintiff's  legal
fees,  pending a  determination  by the court as to  whether an award of counsel
fees to plaintiffs is warranted. On June 4, 1998, the Court heard oral arguments
on plaintiffs' emerging motion and reserved decision.

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                                    SIGNATURE

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



Dated: June 10, 1998                       BERTUCCI'S, INC.



                                           By:   /s/Joseph Crugnale
                                                 Joseph Crugnale
                                                 President
313897-1
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