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: January ~~December 5~~12, ~~2008~~2009

BUFFETS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction

of incorporation)

333-116897

(Commission File Number)

22-3754018

(IRS Employer

Identification No.)

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 18.01. ~~ENTRY~~ ~~INTO~~OTHER A MATERIAL ~~DEFINITIVE AGREEMENT~~EVENTS.

On ~~December~~ 5January 22, 2008, Buffets, Holdings, Inc., a(the ~~Minnesota~~“Company”) ~~corporation,~~and aseach aof ~~debtor~~its ~~and debtor-in-possession~~subsidiaries ~~under~~(together ~~Chapter~~with ~~11 of~~ the ~~Bankruptcy Code (~~Company, the “~~Borrower~~Debtors”)~~, Buffets~~ ~~Holdings,~~filed ~~Inc.,~~ a ~~Delaware~~voluntary ~~corporation~~petition asfor arelief ~~debtor and debtor-in-possession~~ under Chapter 11 of the U.S. Bankruptcy Code (the “~~Holdings~~Bankruptcy Code”), ~~the subsidiaries~~with of the ~~Borrower~~United ~~and~~States ~~Holdings,~~Bankruptcy Court asfor ~~Guarantors (together with~~ the ~~Borrower~~ ~~and~~District ~~Holdings,~~of Delaware (the “~~Loan~~Bankruptcy ~~Parties~~Court”), ~~and the~~Case ~~financial institutions~~Number ~~party~~08-10141. The ~~thereto~~Company asis ~~Lenders~~required to file monthly operating reports (~~collectively~~each, ~~the~~a “~~Lenders~~Monthly Operating Report”) ~~entered~~with ~~into~~the ~~Amendment No~~Bankruptcy Court. On January 112, to2009, the ~~Second~~Company ~~Forbearance~~filed ~~Agreement~~with to the ~~DIP~~Bankruptcy ~~Credit~~Court ~~Agreement~~a Monthly ~~(“Amendment~~Operating ~~No.~~Report ~~1”)~~for ~~relating to~~ the ~~DIP~~period ~~Credit~~from ~~Agreement,~~November ~~dated February 22~~20, 2008 ~~(as~~through ~~amended~~December 17, 2008 (the “~~DIP~~Period ~~Credit~~6 ~~Agreement~~2009 Report”). A ~~Amendment~~copy ~~No.~~of 1the ~~extends~~Period ~~the forbearance~~6 ~~period~~2009 ~~(the~~Report ~~"Forbearance~~is filed ~~Period")~~as ~~under~~Exhibit ~~the~~99.1 ~~Second~~to ~~DIP~~this ~~Forbearance Agreement~~Current toReport ~~December~~on 8,Form ~~2008~~8-K.

The ~~Company~~ isMonthly ~~currently~~Operating ~~negotiating~~Report ais ~~third amendment to the DIP Credit Agreement~~limited ~~with~~in ~~its~~scope, ~~lenders.~~covers Ina ~~accordance~~limited ~~with~~time ~~the terms of the Second DIP Forbearance Agreement~~period, asand ~~amended,~~has ifbeen ~~the~~prepared ~~amendment~~solely tofor the ~~DIP Credit Agreement is agreed~~ ~~upon,~~purpose ~~the~~of ~~Forbearance~~complying ~~Period~~with ~~will be further extended to allow for~~ the ~~Bankruptcy~~ ~~Court~~monthly toreporting ~~consider~~requirements ~~approval~~ of the ~~proposed DIP Credit Agreement~~Bankruptcy ~~amendment~~Court. ~~There~~The ~~are~~financial noinformation ~~assurances~~in ~~that~~ the ~~Company~~Monthly ~~will~~Operating beReport ~~successful~~is inpreliminary ~~obtaining~~and ~~Bankruptcy~~unaudited ~~Court~~and ~~approval~~does ~~and~~not ~~failure~~purport to ~~obtain~~show ~~such approval could have a material adverse effect on~~ the ~~Company.~~financial Ifstatements ~~the Company were unable to obtain approval~~ of ~~the~~any ~~amendment, the lenders would be permitted to accelerate~~of the ~~repayment~~Debtors ofin ~~amounts~~accordance ~~outstanding~~with ~~under~~accounting ~~the~~principles ~~$85.0~~generally ~~million~~accepted ~~new~~in ~~money facility~~the ~~and~~United ~~letters~~States of ~~credit~~America ~~outstanding~~(“GAAP”), ~~under~~and ~~the~~therefore ~~Company’s~~may ~~Letter~~exclude ofitems ~~Credit~~required by ~~Reimbursement~~GAAP, ~~and~~such ~~Security~~as ~~Agreement~~certain ~~dated~~reclassifications, ~~February 27~~eliminations, ~~2008~~accruals, ~~subject~~and ~~to the~~disclosure ~~availability of certain cure periods~~items. IfThe ~~the~~Company ~~Lenders~~cautions ~~under~~readers ~~the~~not ~~DIP~~to ~~Credit Agreement~~place ~~accelerate~~undue ~~the~~reliance ~~maturity~~upon of the ~~facility, the Company will be unable to~~Monthly ~~make~~Operating ~~such~~Report. ~~payments~~There ~~unless it~~ can ~~find~~be ~~other~~no ~~sources~~assurance ofthat ~~financing~~such orinformation ~~capital.~~is ~~The~~complete. ~~Company~~The ~~believes~~Monthly itOperating ~~will~~Report may be ~~extremely~~subject ~~difficult~~ to ~~obtain alternative financing of capital~~revision. InThe ~~addition,~~Monthly ~~the Company’s ability to enter into agreements for~~Operating ~~alternative~~Report ~~sources~~is ofin ~~financing~~a isformat ~~subject~~required toby the ~~approval~~Bankruptcy ofCode ~~the~~and ~~bankruptcy court.~~should ~~Furthermore,~~not ~~even~~be ifused wefor investment ~~obtain~~purposes. ~~approval~~The ofinformation in the ~~amendment,~~Monthly ~~there~~Operating ~~can~~Report beshould nonot ~~assurance~~be ~~that~~viewed weas ~~will~~indicative ~~continue~~of tofuture ~~remain in compliance with the amended covenants~~results.

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
10.1		Amendment No. 1 to the Second DIP Forbearance Agreement, dated December 5, 2008.
99.1		Monthly Operating Report, for the period from November 20, 2008 through December 17, 2008, for Buffets Holdings, Inc.

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: ~~December~~January 813, ~~2008~~2009

BUFFETS HOLDINGS, INC.

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

INDEX OF EXHIBITS

Exhibit No.		Description
10.1		Amendment No. 1 to the Second DIP Forbearance Agreement, dated December 5, 2008.
99.1		Monthly Operating Report, for the period from November 20, 2008 through December 17, 2008, for Buffets Holdings, Inc.

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