Schedule 13D/A

This Amendment (“Amendment No. 5”) is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Peter E. Salas (“Mr. Salas”), Dolphin Management Inc., a New York corporation (“Dolphin Management”), Dolphin Advisors, LLC, a New York limited liability company (“Dolphin Advisors”), Dolphin Offshore Partners, L.P., a Delaware limited partnership (“Dolphin Offshore”), and Dolphin Direct Equity Partners, L.P., a Delaware limited partnership (“Dolphin Direct”). Mr. Salas, Dolphin Management, Dolphin Advisors, Dolphin Offshore and Dolphin Direct are collectively referred to as the “Reporting Persons.” Mr. Salas is a United States citizen.

This Amendment No. 5 amends the Schedule 13D originally filed by the Reporting Persons with the Commission on September 23, 2005 (the “Original Schedule 13D”), as amended by Amendment No. 2 filed with the Commission on October 12, 2005 (“Amendment No. 2”), Amendment No. 3 filed with the Commission on December 13, 2005 (“Amendment No. 3”) and Amendment No. 4 filed with the Commission on March 24, 2006 (“Amendment No. 4”). The Original Schedule 13D, together with Amendment Nos. 2, 3 and 4, are collectively referred to as the “Schedule 13D.”

All terms used but not defined in this Amendment No. 5 are as defined in the Schedule 13D. The summary descriptions (if any) contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

Item 3 of the Schedule 13D is amended and supplemented as follows:

Item 3. Source and Amount of Funds or Other Consideration

On July 12, 2006, Dolphin Direct entered into an Equity Line Financing Agreement (the “Equity Line Agreement”), a copy of which is attached hereto as Exhibit 7 and is incorporated herein by reference, pursuant to which Dolphin Direct would purchase in private transactions, under certain conditions and following the proper delivery of applicable draw down notices, such number of shares of Series A Participating Preferred Stock, $.01 par value per share (the “Bridge Shares”), at the initial purchase price per share of $.85, as would be purchased by an aggregate purchase price of up to $1,200,000. The terms of the Bridge Shares would be identical in all respects to those of the previously issued shares of preferred stock held by Dolphin Offshore, including the convertibility of each Bridge Share into one share of the Company’s common stock, $.01 par value per share and the joinder of Dolphin Direct to the Rights Agreement as a party thereto for purposes and to the extent of all Bridge Shares purchased by Dolphin Direct under the Equity Line Agreement. The foregoing description of the Equity Line Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit 7.

On July 14, 2006, the Company submitted a draw down notice to Dolphin Direct regarding the sale to Dolphin Direct pursuant to the Equity Line Agreement of 705,882 Bridge Shares (the “First Takedown Bridge Shares”) for an aggregate exercise price of $600,000, which sale is scheduled to close on or before July 21, 2006.

Under the terms of the Merger Agreement (as defined in Item 4), the common stockholders of the Company, with the potential exception of the shares of common stock held by George R. Chapdelaine, Fran V. Ross, Anthony Buccieri, and John P. Polcari Jr. (collectively, the “Contributing Stockholders”), would be entitled to receive an amount equal to $0.70, without interest, per share of common stock. Each of the Contributing Stockholders is either an executive officer of the Company or a member of the board of directors of the Company or both. Pursuant to the terms of the certificates of designation relating to the Company’s outstanding 1,852,937 shares of preferred stock, including the 705,882 First Takedown Bridge Shares owned by Dolphin Direct and the 470,588 shares owned by Dolphin Offshore, as a result of the Merger Agreement, each holder of such preferred stock would be entitled to receive upon closing a liquidation preference as set forth in such certificate of designation, without interest, as well as the product of the number of shares of common stock that such shares of preferred stock are convertible into immediately prior to the Merger and $.70, without interest. The outstanding share amounts set forth above are subject to the pre-emptive rights regarding the First Takedown Preferred Shares pursuant to the Rights Agreement that is incorporated herein by reference and appears as Exhibit 2 to this Schedule 13D.

Item 4 of the Schedule 13D is amended and supplemented as follows:

Item 4. Purpose of Transaction

The purpose of the Equity Line Agreement and the transactions contemplated thereby is to provide financing to the Company for the build-out of the Company’s proposed new facility to be located in Medford, Massachusetts, as to which the Company recently entered into a lease and requires immediate financing.

On March 17, 2006, Boston Restaurant Associates, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Dolphin Direct and Braidol Acquisition Corp., a wholly owned subsidiary of Dolphin Direct (“Merger Sub”), whereby Merger Sub will merge (the “Merger”) with and into the Company with the Company surviving the Merger. Under the terms of the Merger Agreement, the common stockholders of the Company, with the potential exception of the shares of common stock held by the Contributing Stockholders, would be entitled to receive an amount equal to $0.70, without interest, per share of common stock. Each of the Contributing Stockholders is either an executive officer of the Company or a member of the board of directors of the Company or both. Pursuant to the terms of the certificate of designation relating to the Company’s outstanding 1,852,937 shares of preferred stock, as a result of the Merger Agreement, each holder of such preferred stock would be entitled to receive upon closing a liquidation preference as set forth in such certificate of designation, without interest, as well as the product of the number of shares of common stock that such shares of preferred stock are convertible into immediately prior to the Merger and $.70, without interest. The consummation of the Merger is subject to customary closing conditions, including the approval of the stockholders of the Company. The Company is required to pay certain of Dolphin group’s expenses.

As of the date hereof, the Reporting Persons hold 48.8% of the Company’s common stock. Peter Salas, a member of the Company’s Board of Directors, is President of Dolphin Asset Management Corp., an affiliate of Dolphin, and its related companies.

The Company has filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and other relevant documents in connection with the proposed Merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by the Company with the SEC, when they become available, at the SEC's web site at http://www.sec.gov. The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its security holders in connection with the proposed Merger. Information concerning the interests of the Company's participants in the solicitation is set forth in the Company's most recent proxy statement and Annual Report on Form 10-K (filed with the SEC on August 8, 2005 and June 30, 2006, respectively) and will be set forth in the proxy statement relating to the Merger when it becomes available.

Item 5 of the Schedule 13D is amended and supplemented as follows:

Item 5. Interest of Securities of the Issuer

(a) As of the date of this Schedule 13D/A, as discussed above, the Reporting Persons may be deemed to be a group as defined in Rule 13d-5(b) under the Exchange Act and, as such a group, may be deemed to beneficially own an aggregate of 4,008,693 shares of Common Stock, which constitute approximately 48.8% of the outstanding shares Common Stock, based on 7,035,170 shares of Common Stock outstanding as of October 11, 2005 pursuant to the Company's Form 10-K for the fiscal year ended April 30, 2006, on which are based all of the percentages of outstanding shares of Common Stock set forth herein. The foregoing and all other amounts of beneficial ownership set forth herein are calculated pursuant to Rule 13d-3 under the Exchange Act.

As of the date hereof, Mr. Salas, by virtue of his relationship to Dolphin Management, may be deemed to beneficially own all 4,008,693 shares of Common Stock referred to above, which constitute approximately 48.8% of the outstanding shares of Common Stock. As of the date hereof, Dolphin Management, by virtue of its relationship with respect to Dolphin Offshore and Dolphin Advisors, may be deemed to beneficially own all 4,008,693 shares of Common Stock referred to above, which constitute approximately 48.8% of the outstanding shares of Common Stock. As of the date hereof, Dolphin Offshore, by virtue of its ownership of record of 1,115,000 shares of Common Stock and 470,588 shares of Preferred Stock, which are convertible into the same number of shares of Common Stock, may be deemed to beneficially own the aggregate 1,585,588 shares of Common Stock referred to above, which shares constitute approximately 21.1% of the outstanding shares of Common Stock. As of the date hereof, Dolphin Direct, by virtue of its ownership of record of 1,717,223 shares of Common Stock and the 705,882 First Takedown Bridge Shares, which are convertible into the same number of shares of Common Stock, may be deemed to beneficially own the aggregate 2,423,105 shares of Common Stock referred to above, which constitute approximately 31.3% of the outstanding shares of Common Stock. As of the date hereof, Dolphin Advisors, by virtue of its relationship with respect to Dolphin Direct, may be deemed to beneficially own the 2,423,105 shares referred to above, which constitute approximately 31.3% of the outstanding shares of Common Stock. Each of Mr. Salas, Dolphin Management,

Dolphin Offshore, Dolphin Direct and Dolphin Advisors, without implying the beneficial ownership of Common Stock by any other Reporting Person other than as expressly set forth herein, disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person. In addition, (i) each of Dolphin Advisors and Dolphin Direct disclaims beneficial ownership of any of the 1,585,588 shares referred to herein as beneficially owned by Mr. Salas, Dolphin Management and Dolphin Offshore, and (ii) Dolphin Offshore disclaims beneficial ownership of any of the 2,423,105 shares referred to herein as beneficially owned by Dolphin Advisors and Dolphin Direct.

(b) By virtue of the foregoing relationships, Mr. Salas is deemed to solely have, and each of Dolphin Management and Dolphin Offshore is deemed to share, the power to vote or direct the vote of, and to dispose or direct the disposition of, the 1,585,588 shares of Common Stock referred to above. By virtue of the foregoing relationships, Mr. Salas is deemed to solely have, and each of Dolphin Management, Dolphin Advisors and Dolphin Direct is deemed to share, the power to vote or direct the vote of, and to dispose or direct the disposition of, the 2,423,105 shares referred to above. Although being deemed members of the group referred to above, neither Dolphin Advisors nor Dolphin Direct has or shares the power to vote or direct the vote of, or to dispose or direct the disposition of, the 1,585,588 shares of Common Stock referred to above and Dolphin Offshore does not have or share the power to vote or direct the vote of, or to dispose or direct the disposition of, the 2,423,105 shares referred to above.

(c) The only transactions by any Reporting Person in any securities of the Company since the most recent amendment to this Schedule 13D is the purchase of the 705,882 shares of the Company’s preferred stock, as described above, pursuant to the Equity Line Agreement at a purchase price of $.85 per share.

(d) Each of the Reporting Persons affirms that no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or (except with respect to the Adjustment) the proceeds from the sale of, the shares of Common Stock or preferred stock deemed to be beneficially owned by such Reporting Person.

(e) Not applicable.

Item 6 of the Schedule 13D is amended and supplemented as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

The shares referred to herein were purchased pursuant to the Stock Purchase Agreement as described in the Schedule 13D and the Equity Line Agreement as described in this Amendment. The Reporting Persons retain complete, independent economic control over their respective investments in the shares as described herein, and none of them has made any specific agreement, commitment or arrangement regarding disposition thereof or of the shares of Common Stock issuable upon conversion of the preferred stock.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto, which agreement is included as an exhibit hereto.

Item 7 of the Schedule 13D is amended and supplemented as follows:

Item 7.	Material to be filed as Exhibits

Exhibit 1.	Subscription Agreement between Dolphin Offshore Partners, L.P. and Boston Restaurant Associates, Inc. dated as of January 20, 2005. Incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K dated January 20, 2005.
Exhibit 2.	Rights Agreement between Dolphin Offshore Partners, L.P. and Boston Restaurant Associates, Inc. dated as of January 20, 2005. Incorporated by reference to Exhibit 1 to the Company’s Current Report on Form 8-K dated January 20, 2005.
Exhibit 3.	Letter to Boston Restaurant Associates, Inc. on behalf of Dolphin Direct Equity Partners, L.P. dated December 7, 2005. Previously filed.
Exhibit 4.	Schedule 13D Joint Filing Agreement. Previously filed.
Exhibit 5.	Stock Purchase Agreement dated as of October 10, 2005 by and among Dolphin Direct Equity Partners, L.P., Roger Lipton, Mary Lipton and RHL Associates, L.P. Previously filed.
Exhibit 6.	Merger Agreement dated as of March 17, 2006 by and among Dolphin Direct Equity Partners, L.P., Boston Restaurant Associates, Inc. and Braidol Acquisition Corp. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 22, 2006.
Exhibit 7.	Equity Line Financing Agreement dated as of July 12, 2006 by and among Dolphin Direct Equity Partners, L.P. and Boston Restaurant Associates, Inc. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 12, 2006

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.

July 24, 2006

	/s/ Peter E. Salas
	PETER E. SALAS

DOLPHIN MANAGEMENT INC.

By:	/s/ Peter E. Salas
Name:		Peter E. Salas
Its:		President

DOLPHIN OFFSHORE PARTNERS, L.P.

By:	Dolphin Management Inc.
Its:	Managing Partner

By:	/s/ Peter E. Salas
Name:		Peter E. Salas
Its:		President

DOLPHIN ADVISORS, LLC

By:	Dolphin Management Inc.
Its:	Managing Member

By:	/s/ Peter E. Salas
Name:		Peter E. Salas
Its:		President

DOLPHIN DIRECT EQUITY PARTNERS, LP

By:	Dolphin Advisors, LLC
Its:	Managing Partner

By:	Dolphin Management, Inc.
Its:	Managing Member


By:	/s/ Peter E. Salas
Name:		Peter E. Salas
Its:		President

1	NAME OF REPORTING PERSONS Peter E. Salas S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,008,693
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 4,008,693
	10	SHARED DISPOSITIVE POWER 0

1	NAME OF REPORTING PERSONS Dolphin Management Inc. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,008,693
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,008,693
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,008,693
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.8%
14	TYPE OF REPORTING PERSON* CO

1	NAME OF REPORTING PERSONS Dolphin Advisors, LLC S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 2,423,105
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,423,105

1	NAME OF REPORTING PERSONS Dolphin Offshore Partners, L.P. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,585,588
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,585,588
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,585,588
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.1%
14	TYPE OF REPORTING PERSON* PN

1	NAME OF REPORTING PERSONS Dolphin Direct Equity Partners, L.P. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,423,105
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,423,105
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,423,105
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.3%
14	TYPE OF REPORTING PERSON* PN