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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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LIPTON ROGER
(Last) (First) (Middle)
999 BROADWAY, SUITE 400
(Street)
SAUGS MA 01906
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BOSTON RESTAURANT ASSOCIATES INC [ BRAI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/1994
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 Purchased Provate Form 3 09/30/1994 P 239,958 A $2 239,958 D
Common Stock 04/09/1997 P 66,000 A $1.15 66,000 D
Common Stock(1) 03/25/1998 P 122,352 A $1 122,352 D
Common Stock 09/30/1998 P 65,000 A $0.95 65,000 D
Common Stock 12/23/1998 P 75,000 A $0.8 75,000 D
Common Stock 10/08/1999 P 106,936 A $0.81 106,936 D
Common Stock 01/09/2001 P 60,000 A $0.9 60,000 D
Common Stock 08/06/2001 P 78,000 A $0.75 78,000 D
Common Stock 08/31/2001 P 20,618 A $0.63 20,618 D
Common Stock Purchased Private Form 3 09/30/1994 P 234,592 A $2 234,592 I RHL Associates
Common Stock 12/30/1997 P 7,500 A $1.09 7,500 I RHL Associates
Common Stock 12/30/1997 P 1,000 A $1.5 1,000 I RHl Associates
Common Stock 12/30/1997 P 98,000 A $1.5 98,000 I RHL Associates
Common Stock(2) 03/25/1998 P 135,908 A $1 135,908 I RHL Associates
Common Stock 01/02/2001 P 60,000 A $0.9 60,000 I RHL Associates
Common Stock 08/06/2001 P 78,000 A $0.75 78,000 I RHL Associates
Common Stock 08/31/2001 P 20,619 A $0.63 20,619 I RHL Associates
Common Stock 09/30/1994 P 35,000 A $2 35,000 I Mary Lipton
Common Stock(3) 03/25/1998 P 14,000 A $1 14,000 I Mary Lipton
Common Stock 09/30/1994 P 5,000 A $2 5,000 I Leslie Lipton
Common Stock(4) 03/25/1998 P 2,000 A $1 2,000 I Leslie Lipton
Common Stock 09/30/1994 P 4,005 A $2 4,005 I Lipton Foundation
Common Stock(5) 03/25/1998 P 1,602 A $1 1,602 I Lipton Foundation
Common Stock 11/15/2003 J 277,133 A $0.65 277,133 I Estate of Solomon Lipton
Common Stock 10/10/2005 D 1,717,223 D $0.5 0 D
Common Stock 10/10/2005 W 91,000 D $0.65 0 I Executor of Estate
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
Option to Purchase Common Stock(6) $0.62 09/15/2001 A 10,000 03/15/2002 09/14/2011 Common Stock 10,000 $0.62 1,000 D
Option to Purchase Common Stock(7) $0.8 03/15/2002 A 10,000 09/15/2002 03/14/2012 Common Stock 10,000 $0.8 10,000 D
Option to Purchase Common Stock(8) $0.62 12/09/2002 A 10,000 06/09/2003 12/08/2012 Common Stock 10,000 $0.62 10,000 D
Option to Purchase Common Stock(9) $0.407 09/10/2004 A 50,000 03/10/2005 09/09/2014 Common Stock 50,000 $0.407 50,000 D
Explanation of Responses:
1. Stock issied pursuant to S-2 Registration effective February 26, 1998. ("The Rights Offering".)
2. Stock issued pursuant to S-2 Registration effective February 26, 1998. ("The Rights Offering").
3. Stcok issued pursuant to S-2 Registration effective February 28, 1998 ("The Rights Offering".)
4. Stock issued pursuant to S-2 Registration effective February 26,1998. ("The Rights Offering".)
5. Stock issued pursuant to S-2 Registration effective February 26, 1998. ("The Rights Offering.")
6. Grant to reporting person of option to purchase 10,000 shares of Common Stock of the issuer's 1994 Non-Employee Director Plan, as amended on March 18,1996
7. Grant to reporting person of option to purchase 10,000 shares of Common Stock of the Issuer under the issuer's 1994 Non-Employee Director Plan, as amended on March 8, 1996.
8. Grant to reporting person of option to purchase 10,000 shares of Common Stock of the Issuer under the issuer's 2002 Combination Stock Option and Share Award Plan.
9. Grant to reporting person of opotion to purchase 50,000 shares of Common Stock of the Issuer under the issuer's 2002 Combination Stock Option and Share Award Plan.
/s/ Roger Lipton 10/10/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.