SC 14D9/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 14D-9
                                (Amendment No. 1)
                      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. 1 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. 1 is to amend Items 8 and 9 of the Schedule  14D-9 as set
forth below.  Terms defined in the Schedule 14D-9 are used in this Amendment No.
1 with the same meanings as provided in the Schedule 14D-9.

Item 8.  Additional Information to Be Furnished.

    Item 8 of the  Schedule  14D-9 is hereby  amended  by adding  the  following
paragraph thereto:

    On June 4,  1998,  Parent  and the  Company  announced  that  they  had each
received  notice that the United  States  Department  of Justice and the Federal
Trade Commission had granted each early  termination of the waiting period under
the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended,  without
any request for additional  information or documentary  materials. A copy of the
press release issued by Parent and the Company  announcing early  termination of
the waiting period is attached hereto as Exhibit 11 and is  incorporated  herein
by reference.

Item 9.   Material to Be Filed as Exhibits.

Exhibit-11        Press  release  issued by  Bertucci's,  Inc. and NE Restaurant
                  Company,  Inc.,  dated  June 4,  1998,  announcing  the  early
                  termination of the waiting period under the  Hart-Scott-Rodino
                  Antitrust Improvements Act of 1976, as amended.



                                    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 4, 1998                          BERTUCCI'S, INC.



                                             By:  /s/ Joseph Crugnale
                                                  Joseph Crugnale
                                                  President

EX-11

                                                                Exhibit 11


FOR IMMEDIATE RELEASE
June 4, 1998

CONTACT:          NE Restaurant Company, Inc.
                  Contact:  Paul Hoagland,
                  Executive Vice President and Chief Financial Officer
                  Phone:  508/ 870-9200
                  Fax:  508/ 870-9201
                      or
                  Bertucci's, Inc.
                  Contact:  Norman S. Mallett
                  Treasurer, Vice President-Finance, and Chief Financial Officer
                  Phone:  781/ 246-7878
                  Fax:  781/ 246-7458

        NE RESTAURANT COMPANY, INC. AND BERTUCCI'S, INC. ANNOUNCE EARLY
         TERMINATION OF THE WAITING PERIOD UNDER THE HART-SCOTT-RODINO
                 ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED

         Westborough,  MA and  Wakefield,  MA,  June  4,  1998  - NE  Restaurant
Company, Inc. ("NERC") and Bertucci's,  Inc. (NASDAQ: BERT) announced today that
early  termination  was granted on June 2, 1998, of the waiting period under The
Hart-Scott-Rodino  Antitrust Improvements Act of 1976, as amended, applicable to
the tender offer by NERC's wholly owned subsidiary,  NERC Acquisition Corp., for
all outstanding shares of Common Stock of Bertucci's.

         As previously announced, the tender offer is being made pursuant to the
terms of a Merger Agreement among NERC, NERC Acquisition  Corp., and Bertucci's.
In the merger to occur following consummation of the tender offer, each share of
Bertucci's  common stock which is outstanding and not purchased  pursuant to the
tender offer will be  converted  into the right to receive  $10.50 in cash.  The
offer and withdrawal  rights will expire at 12:00 midnight,  New York City time,
on Wednesday, June 17, 1998, unless the offer is extended.

         Bertucci's, headquartered in Wakefield, Massachusetts, operates a chain
of 87  "Bertucci's  Brick Oven  Pizzerias"  and one "Sal and  Vinnie's  Sicilian
Steakhouse". Bertucci's is a full-service, Italian restaurant featuring original
recipe   gourmet  pizza   prepared  in  brick  ovens  and  other   high-quality,
moderately-priced  Italian foods. The majority of the restaurants are located in
the Northeastern and  Mid-Atlantic  areas with penetration in Chicago,  Atlanta,
and Virginia.

         NERC,  headquartered  in  Westborough,   Massachusetts,   operates  two
distinct  restaurant  concepts:  Chili's  Grill and Bar  ("Chili's")  and On The
Border ("OTB") restaurants.  NERC operates 33 restaurants,  including 31 Chili's
and two  OTB's in five New  England  states.  NERC  develops  and  operates  its
restaurants under franchise agreements with Brinker International, Inc.