______________________________________________________________

               SEC 1745(6-00) Potential persons who are to respond to the
               collection of information contained in this form
               are not required to respond unless the form
               displays a currently valid OMB control number.
______________________________________________________________

                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          SCHEDULE 13G

           Under the Securities Exchange Act of 1934
                   (Amendment No. ____3____)



                NEW WORLD RESTAURANT GROUP, INC.
                         (Name of Issuer)

                           Common Stock
                  (Title of Class of Securities)

                           648904200
                          (CUSIP Number)

                        December 31, 2001
     (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

[   ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[   ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
______________________________________________________________

               1.   Names of Reporting Persons.
                    I.R.S. Identification Nos. of above persons (entities
          only).

          Frank LaGalia and Lydia E. LaGalia
______________________________________________________________

               2.   Check the Appropriate Box if a Member of a Group (See
          Instructions)
                         (a)  [   ]
                         (b)  [   ]
______________________________________________________________

               3.   SEC Use Only
______________________________________________________________

               4.   Citizenship or Place of Organization - United States of
          America
______________________________________________________________

               5.  Sole Voting Power - 210,000*
                              ________________________________________________

Number of
               Shares         6.  Shared Voting Power - 1,290,000*
               Beneficially   ________________________________________________

Owned by
               Each           7.  Sole Dispositive Power - 210,000*
               Reporting      ___________________________________________

Person With
               8.  Shared Dispositive Power -1,290,000*
______________________________________________________________

               9.   Aggregate Amount Beneficially Owned by Each Reporting
          Person - 1,500,000*
______________________________________________________________

               10.  Check if the Aggregate Amount in Row (9) Excludes
          Certain Shares (See Instructions) -  [   ]
______________________________________________________________

               11.  Percent of Class Represented by Amount in Row (9) -
          8.60%
______________________________________________________________

               12.  Type of Reporting Person (See Instructions)   IN
______________________________________________________________

     *210,000 shares are owned of record by Frank LaGalia.
10,500 shares are owned of record by Lydia E. LaGalia, the spouse
of Frank LaGalia.  1,029,000 shares are owned of record jointly
by Frank LaGalia and Lydia E. LaGalia for which they have shared
voting and dispositive power.  26,500 shares are owned of record
jointly by Frank LaGalia and John LaGalia for which they have
shared voting and dispositive power.  170,000 shares are owned of
record by John LaGalia, Frank LaGalia's father. Frank LaGalia has
shared voting and dispositive power with John LaGalia with
respect to such shares.  46,000 shares are owned of record by
Carmela Lagalia's Individual Retirement Account.  Carmela LaGalia
is Frank Lagalia's aunt. Frank LaGalia has shared voting and
dispositive power with Carmela LaGalia with respect to such
shares. 8,000 shares are owned of record by Giovanni LaGalia,
Frank LaGalia  and Lydia E. LaGalia's minor son.   Frank LaGalia
& Lydia E. LaGalia have shared voting and dispositive power with
Giovanni LaGalia with respect to such shares.
______________________________________________________________

Item 1.

     (a)  Name of Issuer:

          New World Restaurant Group, Inc.
     (b)  Address of Issuer's Principal Executive Offices:

          246 Industrial Way West, Eatontown, New Jersey 07724

Item 2.

     (a)  Name of Person Filing:

          Frank LaGalia and Lydia E. LaGalia

     (b)  Address of Principal Business Office or, if none,
          Residence:

          2050 Center Avenue, Suite 200, Fort Lee, NJ 07024

     (c)  Citizenship:

          USA

     (d)  Title of Class of Securities:

          Common Stock

     (e)  CUSIP Number:

          648904200

          Item 3.   If this statement is filed pursuant to 240.13d-1(b) or
          240.13d-2(b) or (c), check whether the person filing is
          a:  Not Applicable

                    (a)[   ]  Broker or dealer registered under section 15 of
               the Act (15 U.S.C. 78o).

                    (b)[   ]  Bank as defined in section 3(a)(6) of the Act (15
               U.S.C. 78c).

                    (c)[   ]  Insurance company as defined in section 3(a)(19)
               of the Act (15 U.S.C. 78c).

                    (d)[   ]  Investment company registered under section 8 of
               the Investment Company Act of 1940 (15 U.S.C.
               80a-8).

                    (e)[   ]  An investment adviser in accordance with
               240.13d-1(b)(1)(ii)(E);

                    (f)[   ]  An employee benefit plan or endowment fund in
               accordance with 240.13d-1(b)(1)(ii)(F);

                    (g)[   ]  A parent holding company or control person in
               accordance with 240.13d-1(b)(1)(ii)(G);

                    (h)[   ]  A savings associations as defined in Section 3(b)
               of the Federal Deposit Insurance Act (12 U.S.C.
               1813);

                    (i)[   ]  A church plan that is excluded from the definition
               of an investment company under section 3(c)(14) of
               the Investment Company Act of 1940 (15 U.S.C.
               80a-3);

                    (j)[   ]  Group, in accordance with 240.13d-1(b)(1)(ii)(J).

          Item 4.   Ownership.

Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.

     (a)  Amount beneficially owned: 1,500,000

     (b)  Percent of class:   8.60%
     (c)  Number of shares as to which the person has:

          (i)  Sole power to vote or to direct the vote:
               210,000*.
                         (ii) Shared power to vote or to direct the vote:
               1,290,000*.
          (iii)Sole power to dispose or to direct the disposition
               of        210,000*     .
          (iv) Shared power to dispose or to direct the
               disposition of 1,290,000*    .

     *210,000 shares are owned of record by Frank LaGalia.
10,500 shares are owned of record by Lydia E. LaGalia, the spouse
of Frank LaGalia.  1,029,000 shares are owned of record jointly
by Frank LaGalia and Lydia E. LaGalia for which they have shared
voting and dispositive power.  26,500 shares are owned of record
jointly by Frank LaGalia and John LaGalia for which they have
shared voting and dispositive power.  170,000 shares are owned of
record by John LaGalia, Frank LaGalia's father. Frank LaGalia has
shared voting and dispositive power with John LaGalia with
respect to such shares.  46,000 shares are owned of record by
Carmela Lagalia's Individual Retirement Account.  Carmela LaGalia
is Frank Lagalia's aunt. Frank LaGalia has shared voting and
dispositive power with Carmela LaGalia with respect to such
shares. 8,000 shares are owned of record by Giovanni LaGalia,
Frank LaGalia  and Lydia E. LaGalia's minor son.   Frank LaGalia
& Lydia E. LaGalia have shared voting and dispositive power with
Giovanni LaGalia with respect to such shares.

          Item 5.   Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [   ].

Instruction:  Dissolution of a group requires a response to this
item.

          Item 6.   Ownership of More than Five Percent on Behalf of
          Another Person.

If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest
relates to more than five percent of the class, such person
should be identified.  A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of employee benefit plan, pension fund
or endowment fund is not required.

Not Applicable.

          Item 7.   Identification and Classification of the Subsidiary
          Which Acquired the Security Being Reported on By the
          Parent Holding Company

If a parent holding company has filed this schedule, pursuant to
Rule 13d-l(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary.  If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant subsidiary.

Not Applicable.

          Item 8.   Identification and Classification of Members of the
          Group

If a group has filed this schedule pursuant to 240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group.  If a group has filed this schedule pursuant to
240.13d-l(c) or 240.13d-l(d), attach an exhibit stating the
identity of each member of the group.

Not Applicable.

          Item 9.   Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity.  See Item 5.

Not Applicable.

          Item 10.  Certification

                    By signing below I certify that, to the best
          of my knowledge and belief, the securities
          referred to above were not acquired and are
          not held for the purpose of or with the
          effect of changing or influencing the control
          of the issuer of the securities and were not
          acquired and are not held in connection with
          or as a participant in any transaction having
          that purpose or effect.

                            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.


                                           February 13 , 2002
                                        Date


                                        Frank LaGalia


                                        Lydia E. LaGalia

The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his
authorized representative other than an executive officer or
general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the
Commission may be incorporated by reference.  The name and any
title of each person who signs the statement shall be typed or
printed beneath his signature.

          NOTE:     Schedules filed in paper format shall include a signed
          original and five copies of the schedule, including all
          exhibits.  See 240.13d-7 for other parties for whom
          copies are to be sent.

               Attention:     Intentional misstatements or omissions of fact
               constitute Federal criminal violations (See 18
               U.S.C.1001)


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