SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: ~~June~~December 175, 2008

BUFFETS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		333-116897		22-3754018
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

DELAWARE

(State or other jurisdiction

of incorporation)

333-116897

(Commission File Number)

22-3754018

(IRS Employer

Identification No.)

1460 BUFFET WAY EAGAN, MINNESOTA		55121
(Address of principal executive offices)		(Zip Code)

1460 BUFFET WAY

EAGAN, MINNESOTA

(Address of principal executive offices)

55121

(Zip Code)

Registrant’s telephone number, including area code: (651) 994-8608

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8 1.01. ~~OTHER~~ ENTRY INTO A MATERIAL ~~EVENTS~~DEFINITIVE AGREEMENT.

On ~~January~~December 225, 2008, Buffets ~~Holdings~~, Inc., ~~(the~~a ~~“Company”)~~Minnesota ~~and~~corporation, ~~each~~as ofa ~~its~~debtor and ~~subsidiaries~~debtor-in-possession ~~(together~~under ~~with~~Chapter 11 of the ~~Company,~~Bankruptcy Code (the “~~Debtors~~Borrower”), Buffets ~~filed~~Holdings, Inc., a ~~voluntary petition~~Delaware ~~for~~corporation ~~relief~~as a debtor and debtor-in-possession under Chapter 11 of the ~~U.S.~~ Bankruptcy Code (~~the~~ “~~Bankruptcy Code~~Holdings”), ~~with~~the subsidiaries of the ~~United~~Borrower ~~States~~and ~~Bankruptcy~~Holdings, ~~Court~~as ~~for~~Guarantors ~~the~~(together ~~District~~with ofthe ~~Delaware~~Borrower (and Holdings, the “~~Bankruptcy~~Loan ~~Court~~Parties”), ~~Case~~and the ~~Number~~financial ~~08-10141. The Company is required~~institutions toparty ~~file~~thereto ~~monthly~~as ~~operating~~Lenders ~~reports~~ (~~each~~collectively, athe “~~Monthly Operating Report~~Lenders”) ~~with~~entered ~~the Bankruptcy~~into ~~Court~~Amendment No. On1 ~~June~~to ~~17, 2008,~~ the ~~Company~~Second ~~filed~~Forbearance ~~with~~Agreement to the ~~Bankruptcy~~DIP ~~Court~~Credit Agreement a(“Amendment ~~Monthly~~No. ~~Operating~~1”) ~~Report~~relating ~~for~~to the ~~period~~DIP ~~from~~Credit ~~May 1~~Agreement, ~~2008~~dated ~~through~~February ~~May 28~~22, 2008 (as amended, the “~~Period~~DIP 12Credit ~~2008 Report~~Agreement”). AAmendment ~~copy~~No. of1 extends the forbearance ~~Period~~period 12(the ~~2008~~"Forbearance ~~Report~~Period") isunder ~~filed~~the ~~as Exhibit~~Second ~~99.1~~DIP Forbearance Agreement to ~~this~~December ~~Current Report on Form~~ 8-K, 2008.

The ~~Monthly~~Company ~~Operating~~is ~~Report~~currently isnegotiating ~~limited~~a inthird ~~scope,~~amendment ~~covers~~to athe ~~limited~~DIP ~~time~~Credit ~~period,~~Agreement ~~and has~~with ~~been~~its ~~prepared~~lenders. ~~solely~~In ~~for~~accordance with the ~~purpose~~terms of ~~complying~~the ~~with~~Second DIP Forbearance Agreement, as amended, if the ~~monthly~~amendment ~~reporting requirements~~to ofthe DIP Credit Agreement is agreed upon, the Forbearance Period will be further extended to allow for the Bankruptcy Court. ~~The~~to ~~financial~~consider ~~information~~approval inof the ~~Monthly~~proposed DIP Credit Agreement ~~Operating~~amendment. ~~Report~~There isare ~~preliminary~~no ~~and~~assurances ~~unaudited~~that ~~and~~the ~~does~~Company ~~not~~will ~~purport~~be successful in obtaining Bankruptcy Court approval and failure to ~~show~~obtain such approval could have a material adverse effect on the Company. If the Company were unable to ~~financial~~obtain ~~statements~~approval of ~~any~~the ofamendment, the ~~Debtors~~lenders inwould ~~accordance~~be ~~with~~permitted ~~accounting~~to accelerate ~~principles~~the ~~generally~~repayment ~~accepted~~of inamounts outstanding under the ~~United~~$85.0 ~~States~~million new money facility and letters of ~~America~~credit ~~(“GAAP”),~~outstanding ~~and~~under the Company’s Letter of Credit ~~therefore~~Reimbursement ~~may~~and ~~exclude~~Security ~~items~~Agreement ~~required~~dated byFebruary ~~GAAP~~27, ~~such~~2008, assubject ~~certain~~to ~~reclassifications,~~the ~~eliminations,~~availability ~~accruals,~~of ~~and~~certain ~~disclosure~~cure ~~items~~periods. ~~The~~If ~~Company~~the ~~cautions~~Lenders ~~readers not to~~under ~~place~~the ~~undue~~DIP ~~reliance~~Credit Agreement ~~upon~~accelerate the ~~Monthly~~maturity ~~Operating~~of ~~Report.~~the ~~There~~facility, ~~can~~the Company will be nounable to ~~assurance~~make ~~that~~ such ~~information~~payments isunless ~~complete~~it can find other sources of financing or capital. The Company ~~Monthly~~believes ~~Operating~~it ~~Report~~will ~~may~~ be ~~subject~~ extremely difficult to ~~revision~~obtain alternative financing of capital. ~~The~~In ~~Monthly~~addition, ~~Operating~~the ~~Report~~Company’s isability into aenter ~~format~~into ~~required~~agreements byfor ~~the Bankruptcy~~alternative ~~Code~~sources ~~and~~of ~~should~~financing ~~not~~is besubject ~~used~~to ~~for~~the ~~investment~~approval ~~purposes.~~of ~~The~~the ~~information~~bankruptcy incourt. ~~the~~Furthermore, ~~Monthly~~even ~~Operating~~if ~~Report~~we ~~should~~obtain ~~not~~approval of the amendment, there can be ~~viewed~~no assurance asthat ~~indicative~~we ofwill ~~future~~continue to remain in compliance with the amended ~~results~~covenants.

The foregoing description of Amendment No 1 to the Second DIP Forbearance Agreement is not complete and is qualified in its entirety by reference to the full text of the Amendment No. 1 to the Second DIP Forbearance Agreement attached as Exhibit 10.1 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.		Description
99.1		Monthly Operating Report, for the period from May 1, 2008 through May 28, 2008, for Buffets Holdings, Inc.
10.1		Amendment No. 1 to the Second DIP Forbearance Agreement, dated December 5, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~June~~December 198, 2008

BUFFETS HOLDINGS, INC.

By:	/s/ A. Keith Wall
	Name: A. Keith Wall
	Title: Chief Financial Officer

INDEX OF EXHIBITS

Exhibit No.		Description
99.1		Monthly Operating Report, for the period from May 1, 2008 through May 28, 2008, for Buffets Holdings, Inc.
10.1		Amendment No. 1 to the Second DIP Forbearance Agreement, dated December 5, 2008.

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