SC 14D9/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 14D-9
                                (Amendment No. 5)
                      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.   5   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. 5 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. 5 with  the same  meanings  as
provided in the Schedule 14D- 9.

Item 3.  Identity and Background.

    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 - The Offer" the following paragraph:

    The  Parent  announced  on July 13,  1998 that the date upon which the Offer
expired has been extended so that the Offer and withdrawal rights will expire at
5:30 p.m.,  New York City time,  on Monday,  July 20, 1998,  unless the Offer is
further extended.  A press release relating to the foregoing is filed as Exhibit
14 to the Schedule 14D-9 and is incorporated herein by reference.

Item 9.   Material to Be Filed as Exhibits.

Exhibit-14        Press release  issued by NE Restaurant  Company,  Inc.,  dated
                  July 13, 1998, announcing the extension of the Offer.



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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: July 16, 1998                                 BERTUCCI'S, INC.



                                                     By:   /s/Joseph Crugnal
                                                              Joseph Crugnale
                                                              President

326777-1

EX-14

                                   EXHIBIT 14



FOR IMMEDIATE RELEASE

Contact:      NE Restaurant Company, Inc.
              Contact:  Paul Hoagland,
              Executive Vice President and Chief Financial Officer
              Phone:  (508) 870-9200
              Fax:  (508) 870-9201

                  NE RESTAURANT COMPANY OBTAINS COMMITMENT FOR
                   PLACEMENT OF $100 MILLION OF SENIOR NOTES;
              EXTENDS CASH TENDER OFFER FOR BERTUCCI'S COMMON STOCK

    Westborough,  MA,  July 13,  1998 -- NE  Restaurant  Company,  Inc  ("NERC")
announced  today  that it  entered  into an  agreement  for  the  sale to  Chase
Securities Inc. and BancBoston  Securities Inc., as initial purchasers,  of $100
million principal amount of Senior Notes. The sale of the Senior Notes, which is
being made in reliance on Rule 144A and other registration  exemptions under the
Securities Act of 1933, as amended, to institutional  investors, is scheduled to
close on Monday, July 20, 1998.

    The net proceeds from the sale of the Senior Notes are to be used to finance
a portion of the purchase price payable in the tender offer for all  outstanding
shares of Common Stock of Bertucci's,  Inc.  (NASDAQ:  BERT) at $10.50 per share
commenced  on  May  20,  1998  through  NERC's  wholly-owned  subsidiary,   NERC
Acquisition  Corp.  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.

    NERC noted that the principal amount of the Senior Notes being sold had been
increased to $100 million from the $90 million  principal  amount  stated in the
Offer to Purchase,  dated May 20, 1998. As a result, it is now expected that the
private  placement  of shares of NERC Common Stock to finance the balance of the
funds required to purchase Shares  tendered in the tender offer,  consummate the
merger,  refinance  certain existing  indebtedness of Bertucci's and NERC and to
pay all related fees and expenses of the  transaction,  will be reduced to $28.8
million from the $38.8 million stated in the Offer to Purchase.