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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Main Street Restaurant Group, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

560345-30-8

(CUSIP Number)

Lorraine Antioco
10592 N. 106th Place
Scottsdale, Arizona 85258
(480) 860-4429

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 28, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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 to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

Persons who 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.


CUSIP No.		560345-30-8


1	NAMES OF REPORTING PERSONS: Lorraine Antioco

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

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SIGNATURE

SCHEDULE 13D
Amendment No. 1

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of Main Street Restaurant Group, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 1 amends and supplements the initial Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on May 30, 2006. Except as amended and supplemented hereby, the statement on Schedule 13D remains in full force and effect.

Items 5 and 6 are hereby amended and supplemented by adding the following:

“On Wednesday, June 28, 2006, at 12:00 midnight, New York City time, the Offer expired and all shares of common stock owned by the Reporting Person were tendered for $6.40 per share in cash. On Friday, June 30, 2006, the Merger was completed and, pursuant to the terms of the Merger Agreement, the options to purchase common stock held by the Reporting Person were cancelled and converted into the right to receive $6.40 per share, less the applicable exercise price. Therefore, as of June 30, 2006, the Reporting Person ceased to be a beneficial owner of any shares of Common Stock.”

SIGNATURE

After due 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 1, 2006



	/s/ Lorraine Antioco
	Lorraine Antioco

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MAIN STREET RESTAURANT GROUP, INC. SC 13D/A