Exhibit (d)(5)
                                     

BERTUCCI'S INC. ENTERS INTO MERGER AGREEMENT


    WAKEFIELD, Mass.--Feb. 13, 1998--Bertucci's, Inc. (NASDAQ:BERT) announced 
today that the company has entered into a definitive merger agreement with a 
group led by Bertucci's Founder, President, and Chief Executive Officer, 
Joseph Crugnale. Pursuant to the transaction, the group will acquire all of 
the outstanding shares of Bertucci's common stock (other than stock currently 
owned by Mr. Crugnale) for a purchase price of $8.00 per share in cash, a 
premium of approximately 30% over the current stock price. The company said 
the group has obtained financing commitments from BancBoston Securities Inc., 
BankBoston, N.A. and Fleet National Bank to finance the acquisition.

    The company formed a Special Committee of independent directors to 
evaluate and consider the offer. The Special Committee engaged NationsBanc 
Montgomery Securities LLC as its financial advisor in connection with the 
transaction. The proposed merger is subject to approval by the stockholders 
of Berutcci's and other necessary regulatory authorities and customary 
closing conditions.

    In making the announcement, the Special Committee stated that the 
transaction provides an opportunity to enhance shareholder value without 
disruption to Bertucci's operations, especially with Joey Crugnale's 
continued interest in and commitment to the company. In announcing the 
proposed merger, Mr. Crugnale stated, "We are pleased that the proposed 
merger will afford our stockholders an opportunity to realize a substantial 
premium over the current price." Mr. Crugnale also informed the Special 
Committee that he has no current intention to sell his interest in the 
company.

    Under separate cover today, Bertucci's also announced its results of 
operations for the fourth quarter and full fiscal year ended December 27, 
1997.

    Bertucci's, Inc. operates a chain of 85 full-service casual dining 
Italian restaurants under the name "Bertucci's Brick-Oven Pizzeria" featuring 
original gourmet pizza, prepared in brick ovens, and other high-quality 
Italian food.


    CONTACT: Bertucci's Inc.
             Norman S. Mallett, 781/246-6700