SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EINHORN DAVID (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NEW WORLD RESTAURANT GROUP INC [ NWCI.PK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Principal
	3. Date of Earliest Transaction (Month/Day/Year) 10/01/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series F Peferred Stock (1)(2)	10/01/2003		P		1,584.048	A	$638.62	23,945.475	I	See footnote 1 and 2.
Series F Preferred Stock(1)(3)	10/01/2003		P		383	A	$638.62	7,852.582	I	See footnote 1 and 3.
Series F Preferred Stock(1)(4)	10/01/2003		P		2,370.433	A	$638.62	29,908.181	I	See footnote 1 and 4.
Series F Preferred Stock(1)(2)(5)	10/01/2003		J(5)		23,945.475	D	$0	0	I	See footnote 1 and 2.
Series F Preferred Stock(1)(3)(5)	10/01/2003		J(5)		7,852.582	D	$0	0	I	See footnote 1 and 3.
Series F Preferred Stock(1)(4)(5)	10/01/2003		J(5)		29,908.181	D	$0	0	I	See footnote 1 and 4.
Common Stock(1)(2)(5)	10/01/2003		J(5)		3,640,292	A	$0.13	3,698,246	I	See footnote 1 and 2.
Common Stock(1)(3)(5)	10/01/2003		J(5)		1,193,783	A	$0.13	1,205,935	I	See footnote 1 and 3.
Common Stock(1)(4)(5)	10/01/2003		J(5)		4,546,768	A	$0.13	4,643,786	I	See footnote 1 and 4.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant (right to buy)(1)(2)	$0.01	06/19/2003		J		1		06/19/2003	06/20/2006	Common Stock	246,176	$0.00	9,335,518(6)	I	See footnote 1 and 2.
Common Stock Warrant (right to buy)(1)(3)	$0.01	06/19/2003		J		1		06/19/2003	06/20/2006	Common Stock	101,528	$0.00	3,622,520(6)	I	See footnote 1 and 3.
Common Stock Warrant (right to buy)(1)(4)	$0.01	06/19/2003		J		1		06/19/2003	06/20/2006	Common Stock	238,140	$0.00	9,705,920(6)	I	See footnote 1 and 4.

1. Name and Address of Reporting Person* EINHORN DAVID (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Principal

1. Name and Address of Reporting Person* GREENLIGHT CAPITAL LLC (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Principal

1. Name and Address of Reporting Person* GREENLIGHT CAPITAL INC (Last) (First) (Middle) 420 LEXINGTON AVE SUITE 875 (Street) NEW YORK NY 10170 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Principal

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that Greenlight Capital, L.L.C. ("Greenlight LLC"), Greenlight Capital, Inc. ("Greenlight Inc"), or David Einhorn, the managing member of Greenlight LLC and president of Greenlight Inc, are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.001 per share (the "Common Stock") of New World Restaurant Group, Inc. ("New World") owned by Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), or Greenlight Capital Offshore, Ltd. ("Greenlight Offshore" and, collectively, the "Greenlight Funds"). Pursuant to Rule 16a-1, Greenlight LLC, Greenlight Inc, and Mr. Einhorn all disclaim such beneficial ownership.

2. Greenlight LLC held indirectly 23,945.475 shares of Series F Preferred Stock through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. These shares have been exchanged for Common Stock. Greenlight LLC holds indirectly 3,698,245 shares of Common Stock and warrants to acquire 204,779 shares of Common Stock through the accounts of Greenlight Qualified. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Qualified. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the managing member of Greenlight LLC at the time of purchase, Mr. Einhorn controlled the disposition and voting of the securities.

3. Greenlight LLC held indirectly 7,852.582 shares of Series F Preferred Stock through the account of Greenlight Fund, of which Greenlight LLC is the general partner. These shares have been exchange for Common Stock. Greenlight LLC holds indirectly 1,205,935 shares of Common Stock and warrants to acquire 80,810 shares of Common Stock through the accounts of Greenlight Fund. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Fund. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the managing member of Greenlight LLC at the time of purchase, Mr. Einhorn controlled the disposition and voting of the securities. Additionally, Mr. Einhorn owns a limited partnership interest in Greenlight Fund.

4. Greenlight Offshore held indirectly 29,908.181 shares of Series F Preferred Stock, but these shares have been exchanged for Common Stock. Greenlight Offshore holds 4,643,786 shares of Common Stock and warrants to acquire 208,092 shares of Common Stock, but the securities of New World Restaurant Group, Inc. do not comprise more than 10% of the holdings of Greenlight Offshore. Greenlight Inc is the investment advisor of Greenlight Offshore and receives an asset-based fee and an annual fee based on the appreciation of Greenlight Offshore. Mr. Einhorn, as president and director of Greenlight Inc., has previously had control over the voting and disposition of the securities of Greenlight Offshore. Additionally, Mr. Einhorn owns shares in Greenlight Offshore.

5. Pursuant to that certain Equity Restructuring Agreement, dated June 26, 2003, (the "Equity Agreement") among the Greenlight Funds, Brookwood New World Investors, L.L.C., NWCI Holdings, LLC. (collectively with the Greenlight Funds, the "Greenlight Entities"), Halpern Denny Fund III, L.P., and New World, a copy of which is attached as Exhibit 99.1 to Schedule 13D Amendment 5 as filed with the Commission on July 16, 2003, the Greenlight Entities exchanged all of their 61,706.238 shares of Series F Preferred Stock in exchange for an aggregate of 938,048,289 shares of Common Stock. New World effectuated a 100 for 1 reverse stock split in connection with the Equity Agreement immediately thereafter. Following such reverse stock split, the Greenlight Entities own approximately 10,041,648 shares of common stock, excluding warrants.

6. New World effected a 1 for 1.6610444 forward stock split immediately prior to the closing of the equity restructuring. However, the warrants issued in June of 2003 to each of the Greenlight Entities had anti-dilution provisions which required adjustment of 1 for 1.2091605 shares rather than 1 for 1.6610444 shares. Following the forward stock split and the subsequent 100 for 1 reverse stock split, the Greenlight Entities owned warrants to acquire 493,682.

	/s/ DAVID EINHORN, by David Einhorn	10/14/2003
	GREENLIGHT CAPITAL, L.L.C., by: /s/ DAVID EINHORN, Managing Member	10/14/2003
	GREENLIGHT CAPITAL, INC., by: /s/ DAVID EINHORN, President	10/14/2003
	** Signature of Reporting Person	Date
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