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
X	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* Honigfeld Bradford (Last) (First) (Middle) C/O THE BRIAD GROUP 78 OKNER PARKWAY (Street) LIVINGSTON NJ 07039 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MAIN STREET RESTAURANT GROUP, INC. [ MAIN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/28/2006
	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
Common Stock	06/28/2006		P		14,123,083	A	$6.4	16,383,885(1)	D
Common Stock	06/30/2006		P		848,291	A	$6.4	0(2)	D
Common Stock	06/30/2006		J(3)		100	A	$0(3)	100	D

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

1. Name and Address of Reporting Person* Honigfeld Bradford (Last) (First) (Middle) C/O THE BRIAD GROUP 78 OKNER PARKWAY (Street) LIVINGSTON NJ 07039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Briad Main Street, Inc. (Last) (First) (Middle) C/O THE BRIAD GROUP 78 OKNER PARKWAY (Street) LIVINGSTON NJ 07039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Main Street Acquisition CORP (Last) (First) (Middle) C/O THE BRIAD GROUP 78 OKNER PARKWAY (Street) LIVINGSTON NJ 07039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On June 30, 2006, Main Street Acquisition Corporation ("MSAC") completed the acquisition of 14,123,083 outstanding shares of common stock of Main Street Restaurant Group, Inc. (the "Company") pursuant to a tender offer (the "Offer") for all of the Company's outstanding shares of common stock. MSAC is a wholly owned subsidiary of Briad Main Street, Inc. ("BMS"), which is wholly owned and controlled by Mr. Honigfeld.

2. Pursuant to the merger of MSAC with and into the Company (the "Merger"), all issued and outstanding shares of the Company's common stock owned or acquired in the Offer by Mr. Honigfeld, BMS, and MSAC were cancelled, and each of the 848,921 shares of the Company's common stock not tendered in the Offer was converted into the right to receive $6.40 in cash.

3. In connection with the Merger, all 100 issued and outstanding shares of MSAC common stock owned by BMS were converted into 100 shares of the Company's common stock. After the completion of the Merger, all 100 issued and oustanding shares of the Company's common stock were owned by BMS.

	Bradford L. Honigfeld	07/06/2006
	By: Bradford L. Honigfeld, President	07/06/2006
	By: Bradford L. Honigfeld, President	07/06/2006
	** Signature of Reporting Person	Date
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