FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

(Mark One)

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28,May 31, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________from____________________to__________________________

Commission file number: 1-8308

LUBY'S CAFETERIAS, INC.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)

Delaware 74-1335253
_______________________________ _____________________________ _______________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2211 Northeast Loop 410, P. O. Box 33069
San Antonio, Texas 78265-3069
______________________________________________________________________________
(Address of principal executive offices) (Zip Code)

210/654-9000
______________________________________________________________________________
(Registrant's telephone number, including area code)

______________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
___ ___

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock: 23,410,57423,266,374 shares outstanding as of February 28,May 31, 1997
(exclusive of 3,992,4934,136,693 treasury shares)
Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

LUBY'S CAFETERIAS, INC.
CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

Three Months Ended Nine Months Ended
May 31, May 31,
1997 1996 1997 1996
_______ _______ ________ _______
(Amounts in thousands except per share data)

Sales $127,630 $117,132 $368,747 $334,304

Costs and expenses:
Cost of food 30,978 28,090 90,021 81,303
Payroll and related costs 37,265 31,902 108,544 92,200
Occupancy and other operating
expenses 38,317 34,266 111,547 98,609
General and administrative
expenses 6,337 5,320 17,517 15,584
_______ _______ _______ _______

112,897 99,578 327,629 287,696
_______ _______ _______ _______

Income from operations 14,733 17,554 41,118 46,608

Interest expense (1,078) (460) (2,686) (1,659)
Other income, net 926 424 1,680 1,147
_______ ______ _______ _______

Income before income taxes 14,581 17,518 40,112 46,096

Provision for income taxes 4,998 6,554 13,959 17,245
_______ _______ _______ _______

Net income $ 9,583 $ 10,964 $ 26,153 $ 28,851
_______ _______ _______ _______

Net income per share $.41 $.46 $1.12 $1.23
_______ _______ _______ _______

Cash dividends per share $.20 $.18 $.60 $.54
_______ _______ _______ _______
Average number of shares
outstanding 23,366 23,887 23,453 23,548

See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued).

LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
May 31, August 31,
1997 1996
_______ _______
(Thousands of dollars)
ASSETS

Current assets:
Cash and cash equivalents $ 6,766 $ 2,687
Trade accounts and other receivables 538 541
Food and supply inventories 4,624 4,517
Prepaid expenses 3,816 3,195
Deferred income taxes 953 418
_______ _______

Total current assets 16,697 11,358

Investments and other assets - at cost 21,050 12,343
Property, plant, and equipment - at cost, net 338,064 311,589
_______ _______

$375,811 $335,290
_______ _______

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable - trade $ 10,448 $ 14,568
Dividends payable 4,653 4,796
Accrued expenses and other liabilities 22,604 24,336
Income taxes payable 3,828 2,754
_______ _______

Total current liabilities 41,533 46,454

Long-term debt 90,000 41,000
Deferred income taxes and other credits 23,079 22,163

Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 26,945 26,945
Retained earnings 278,499 267,374
Less cost of treasury stock (93,014) (77,415)
_______ _______

Total shareholders' equity 221,199 225,673
_______ _______

$375,811 $335,290
_______ _______
See accompanying notes.
Part I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued).

LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
May 31,
1997 1996
______ ______
(Thousands of dollars)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $26,153 $28,851
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 14,913 13,207
Decrease in accrued expenses and
other liabilities (1,617) (860)
Other, net (1,354) 1,368
______ ______

Net cash provided by operating activities 38,095 42,566
______ ______

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property, plant,
and equipment 2,300 ---
Purchases of land held for future use (12,134) (4,925)
Purchases of property, plant, and equipment (40,839) (26,558)
______ ______

Net cash used in investing activities (50,673) (31,483)
______ ______

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under
stock option plan 2,878 13,785
Net payments of short-term borrowings --- (57,000)
Proceeds from long-term debt 760,000 139,000
Reductions of long-term debt (711,000) (99,000)
Purchases of treasury stock (21,077) ---
Dividends paid (14,144) (12,648)
_______ _______
Net cash provided by (used in)
financing activities 16,657 (15,863)
_______ ______

Net increase (decrease) in cash and cash equivalents 4,079 (4,780)
Cash and cash equivalents at beginning of period 2,687 12,392
______ ______

Cash and cash equivalents at end of period $ 6,766 $ 7,612
______ ______

See accompanying notes.

Part I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued).

LUBY'S CAFETERIAS, INC.
CONSOLIDATED STATEMENTS OF INCOMESHAREHOLDERS' EQUITY
For the Nine Months Ended May 31, 1997 and 1996

(UNAUDITED)

Three Months Ended Six Months Ended
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
___________ ___________ ____________ ___________
(Amounts in thousands except per share data)Total
Common Stock Paid-in Retained Shareholders'
Issued Treasury Capital Earnings Equity
______ ________ _______ ________ _____________
(Thousands of dollars)
Sales $118,830 $108,835 $241,117 $217,172

Costs
Balance at August 31, 1995 $8,769 $(91,983) $26,945 $248,973 $192,704

Net income for the period --- --- --- 28,851 28,851
Common stock issued under
employee benefit plans,
net of shares tendered
in partial payment and
expenses:
Cost of food 28,654 26,207 59,043 53,213
Payroll and related costs 35,268 29,994 71,279 60,298
Occupancy and other operating
expenses 36,324 32,171 73,230 64,343
General and administrative
expenses 5,617 5,291 11,180 10,264including tax benefits --- 17,791 --- (2,813) 14,978

Cash dividends --- --- --- (12,791) (12,791)
______ ________ _______ ________ ________

Balance at May 31, 1996 $8,769 $(74,192) $26,945 $262,220 $223,742
______ ________ _______ ________ ________

105,863 93,663 214,732 188,118Balance at August 31, 1996 $8,769 $(77,415) $26,945 $267,374 $225,673

Net income for the period --- --- --- 26,153 26,153

Common stock issued under
employee benefit plans,
net of shares tendered
in partial payment and
including tax benefits --- 4,320 --- (1,027) 3,293

Cash dividends --- --- --- (14,001) (14,001)

Purchases of treasury stock --- (19,919) --- --- (19,919)
______ ________ _______ ________ ________

Balance at May 31, 1997 $8,769 $(93,014) $26,945 $278,499 $221,199
______ ________ _______ ________ ________

Income from operations 12,967 15,172 26,385 29,054

Interest expense (955) (671) (1,608) (1,199)
Other income, net 453 373 754 723
________ ________ ________ ________

Income before income taxes 12,465 14,874 25,531 28,578

Provision for income taxes 4,061 5,552 8,961 10,691
________ ________ ________ ________

Net income $ 8,404 $ 9,322 $ 16,570 $ 17,887
________ ________ ________ ________

Net income per share $.36 $.40 $.71 $.77
________ ________ ________ ________

Cash dividends per share $.20 $.18 $.40 $.36
________ ________ ________ ________

Average number of shares
outstanding 23,380 23,432 23,498 23,377

See accompanying notes.
/TABLE

Part I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued).

LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
February 28, AugustNOTES TO FINANCIAL STATEMENTS
May 31, 1997

1996
___________ __________
(Thousands(UNAUDITED)

Note 1: All adjustments which are, in the opinion of dollars)

ASSETS

Current assets:
Cashmanagement, necessary to
a fair statement of the results for the interim periods have been made.
All such adjustments are of a normal recurring nature. The results
for the interim period are not necessarily indicative of the results
to be expected for the full year.

Note 2: Effective February 1, 1997, Luby's Cafeterias, Inc. was restructured
into a holding company. These consolidated financial statements
include the accounts of the Company and cash equivalents $ 6,332 $ 2,687
Tradeits wholly-owned and
majority-owned subsidiaries. All significant intercompany accounts
and other receivables 631 541
Food and supply inventories 4,561 4,517
Prepaid expenses 4,092 3,195
Deferred income taxes 502 418
________ ________

Total current assets 16,118 11,358

Investments and other assets -transactions have been eliminated in consolidation.

Note 3: In March 1997 the Board of Directors authorized the purchase in the
open market of up to 1,000,000 shares of the Company's outstanding
common stock through December 31, 1998. During the quarter ended
May 31, 1997, the Company purchased 149,700 shares of its common
stock at cost 23,449 12,343
Property, plant, and equipment - at cost, net 331,754 311,589
________ ________

$371,321 $335,290
________ ________

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable - trade $ 10,389 $ 14,568
Dividends payable 4,682 4,796
Accrued expenses and other liabilities 18,306 24,336
Income taxes payable 1,489 2,754
________ ________

Total current liabilities 34,866 46,454

Long-term debt 95,000 41,000
Deferred income taxes and other credits 22,510 22,163

Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 26,945 26,945
Retained earnings 273,553 267,374
Lessa cost of $2,816,000, which are being held as treasury
stock (90,322) (77,415)
________ ________

Total shareholders' equity 218,945 225,673
________ ________

$371,321 $335,290
________ ________

See accompanying notes.stock.
Part I - FINANCIAL INFORMATION (continued)

Item 1.2. Management's Discussion and Analysis of Financial Statements (continued).

LUBY'S CAFETERIAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Six Months Ended
February 28, February 29,
1997 1996
___________ ____________
(ThousandsCondition and
Results of dollars)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $16,570 $17,887
Adjustments to reconcile net income to net
cash provided by operating activities:
DepreciationOperations.

Liquidity and amortization 9,793 8,674
Decrease in accrued expenses and
other liabilities (5,915) (6,610)
Other (4,695) (2,732)
_______ _______

Net cash provided by operating activities 15,753 17,219
_______ _______

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of property, plant,
and equipment 1,052 ---
Purchases of land held for future use (11,608) (3,999)
Purchases of property, plant, and equipment (30,617) (16,605)
_______ _______

Net cash used in investing activities (41,173) (20,604)
_______ _______

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under
stock option plan 2,775 4,891
Net payments of short-term borrowings --- (57,000)
Proceeds from long-term debt 486,000 53,000
Reductions of long-term debt (432,000) ---
Purchases of treasury stock (18,260) ---
Dividends paid (9,450) (8,396)
_______ _______

Net cash provided by (used in)
financing activities 29,065 (7,505)
_______ _______

Net increase (decrease) in cash and
cash equivalents 3,645 (10,890)Capital Resources
_______________________________

Cash and cash equivalents at beginningincreased by $4,079,000 from the end of period 2,687 12,392
_______ _______

Cash andthe
preceding fiscal year to May 31, 1997. All capital expenditures for fiscal
1997 are being funded from cash flows from operations, cash equivalents, and
long-term debt. Capital expenditures for the nine months ended May 31, 1997,
were $52,973,000, including approximately $14 million for the purchase of 20
cafeteria locations from Triangle FoodService Corporation, formerly Wyatt
Cafeterias, Inc. As of May 31, 1997, the Company owned 15 undeveloped land
sites and four land sites on which cafeterias are under construction.

During the nine months ended May 31, 1997, the Company purchased 897,500
shares of its common stock at enda cost of period $ 6,332 $ 1,502
_______ _______

See accompanying notes.

Part I - FINANCIAL INFORMATION (continued)

Item 1. Financial$19,919,000, which are being held as
treasury stock. To complete the treasury stock purchases and fund capital
expenditures, the Company required external financing and borrowed funds
under a $100,000,000 line-of-credit agreement. As of May 31, 1997, the
amount outstanding under this line of credit was $90,000,000. The Company
believes that additional financing from external sources can be obtained on
terms acceptable to the Company in the event such financing is required.

Results of Operations
_____________________

Quarter ended May 31, 1997 compared to the quarter ended May 31, 1996.
______________________________________________________________________

Sales increased $10,498,000, or 9.0%, due to the addition of 25 new
cafeterias in fiscal 1997 and 18 in fiscal 1996. The sales increase from
new cafeterias was partially offset by a decrease in average sales volume at
cafeterias opened over one year.

Cost of food increased $2,888,000, or 10.3%, due primarily to the increase in
sales. As a percentage of sales, food costs were slightly higher versus the
prior year due to couponing in several markets. Payroll and related costs
increased $5,363,000, or 16.8%, due primarily to the increase in sales, the
higher Federal minimum wage effective October 1, 1996, and higher wage costs
associated with the significant increase in expansion over the prior year.
Labor costs are typically higher in new units due to the significant amount
of training and turnover during the first year of operation. Occupancy and
other operating expenses increased $4,051,000, or 11.8%, due primarily to the
increase in sales, higher utility costs, and the opening of four new
cafeterias. General and administrative expenses increased $1,017,000, or
19.1%, due primarily to a lump sum retirement agreement and higher legal and
professional fees.

Interest expense increased $618,000 due to higher borrowings under the
line-of-credit agreement.

The provision for income taxes decreased $1,556,000, or 23.7%, due primarily
to state tax savings as a result of the restructuring, higher jobs tax
credits, and lower income from operations. The effective income tax rate
decreased from 37.4% to 34.3%.

Nine months ended May 31, 1997 compared to the nine months ended May 31, 1996.
______________________________________________________________________________

Sales increased $34,443,000, or 10.3%, due primarily to the addition of 25
new cafeterias in fiscal 1997 and 18 in fiscal 1996. The sales increase from
new cafeterias was partially offset by a decrease in average sales volume at
cafeterias opened over one year.

Cost of food increased $8,718,000, or 10.7%, due primarily to the increase in
sales. Payroll and related costs increased $16,344,000, or 17.7%, due
primarily to the increase in sales, the higher Federal minimum wage effective
October 1, 1996, and higher wage costs associated with the significant
increase in expansion over the prior year. Labor costs are typically higher
in new units due to the significant amount of training and turnover during
the first year of operation. Occupancy and other operating expenses increased
$12,938,000, or 13.1%, due primarily to the increase in sales, higher utility
costs, and the opening of 25 new cafeterias, plus two relocations. All
preopening and other start-up costs are expensed as incurred, including costs
for the initial shipments of china, silverware, and glassware. The total
impact of opening the 25 new locations caused net income for the nine months
ended May 31, 1997, to be lower by approximately $.105 per share. The
increases in occupancy and other operating expenses were partially offset by
lower managers' salaries which are based on the profitablility of the
cafeterias. General and administrative expenses increased $1,933,000, or
12.4%, due primarily to a lump sum retirement agreement, higher legal and
professional fees, higher manager trainee salaries, and higher moving expenses
associated with the increased expansion.

Interest expense increased $1,027,000 due to higher borrowings under the
line-of-credit agreement.

The provision for income taxes decreased $3,286,000, or 19.1%, due primarily
to state tax savings as a result of the restructuring, higher jobs tax credits,
and lower income from operations. The effective income tax rate decreased
from 37.4% to 34.8%.

Other Matters
_____________

The Company has started a process to evaluate its low-performing units and
sites held for future development which it expects to complete during the
fourth quarter. While the Company is unable to predict the outcome of this
evaluation, it is possible that charges related to asset write-downs,
impairments, and other associated matters may result.

Forward-Looking Statements
(continued).

LUBY'S CAFETERIAS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Six Months Ended February 28, 1997 and February 29, 1996

(UNAUDITED)

Total
Common Stock Paid-in Retained Shareholders'
Issued Treasury Capital Earnings Equity
______ ________ _______ _________ ____________
(Thousands of dollars)

Balance at August 31, 1995 $8,769 $(91,983) $26,945 $248,973 $192,704

Net income for the period --- --- --- 17,887 17,887

Common stock issued under employee
benefit plans, net of shares
tendered in partial payment
and including tax benefits --- 6,740 --- (1,339) 5,401

Cash dividends --- --- --- (8,450) (8,450)
______ ________ _______ ________ ________

Balance at February 29, 1996 $8,769 $(85,243) $26,945 $257,071 $207,542
______ ________ _______ ________ ________

Balance at August 31, 1996 $8,769 $(77,415) $26,945 $267,374 $225,673

Net income for the period --- --- --- 16,570 16,570

Common stock issued under
employee benefit plans, net
of shares tendered in partial
payment and including tax
benefits --- 4,195 --- (1,055) 3,140

Cash dividends --- --- --- (9,336) (9,336)

Purchases of treasury stock --- (17,102) --- --- (17,102)
______ ________ _______ ________ ________

Balance at February 28, 1997 $8,769 $(90,322) $26,945 $273,553 $218,945
______ ________ _______ ________ ________

See accompanying notes.
/TABLE

Part I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued).

LUBY'S CAFETERIAS, INC.
NOTES TO FINANCIAL STATEMENTS
February 28, 1997

(UNAUDITED)

Note 1: All adjustments which are, in the opinion of management, necessary to
a fair statement of the results for the interim periods have been
made. All such adjustments are of a normal recurring nature. The
results for the interim period are not necessarily indicative of the
results to be expected for the full year.

Note 2: Effective February 1, 1997, Luby's Cafeterias, Inc. was restructured
into a holding company. These consolidated financial statements
include the accounts of the Company and its wholly-owned and
majority-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.

Part I - FINANCIAL INFORMATION (continued)

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Liquidity and Capital Resources
_______________________________

Cash and cash equivalents increased by $3,645,000 from the end of the
preceding fiscal year to February 28, 1997. All capital expenditures for
fiscal 1997 are being funded from cash flows from operations, cash
equivalents, and long-term debt. Capital expenditures for the six months
ended February 28, 1997, were $42,225,000, including approximately $14 million
for the purchase of 20 cafeteria locations from Triangle FoodService
Corporation, formerly Wyatt Cafeterias, Inc. As of February 28, 1997, the
Company owned 17 undeveloped land sites and three land sites on which
cafeterias are under construction.

During the six months ended February 28, 1997, the Company purchased 747,800
shares of its common stock at a cost of $17,102,000, which are being held as
treasury stock. To complete the treasury stock purchases and fund capital
expenditures, the Company required external financing and borrowed funds under
a $100,000,000 line-of-credit agreement. As of February 28, 1997, the amount
outstanding under this line of credit was $95,000,000. The Company believes
that additional financing from external sources can be obtained on terms
acceptable to the Company in the event such financing is required.

Results of Operations
_____________________

Quarter ended February 28, 1997 compared to the quarter ended February 29,
1996.
___________________________________________________________________________

Sales increased $9,995,000, or 9.2%, due to the addition of 21 new cafeterias
in fiscal 1997 and 18 in fiscal 1996.

Cost of food increased $2,447,000, or 9.3%, due primarily to the increase in
sales. Payroll and related costs increased $5,274,000, or 17.6%, due
primarily to the increase in sales, the higher Federal minimum wage effective
October 1, 1996, and higher wage costs associated with the significant
increase in expansion over the prior year. Labor costs are typically higher
in new units due to the significant amount of training and turnover during the
first year of operation. Occupancy and other operating expenses increased
$4,153,000, or 12.9%, due primarily to the increase in sales, higher utility
costs, and the opening of four new cafeterias and one relocation. General and
administrative expenses increased $326,000, or 6.2%, due primarily to higher
legal and professional fees and higher moving expenses associated with the
increased expansion.

Interest expense increased $284,000 due to higher borrowings under the line-
of-credit agreement.

The provision for income taxes decreased $1,491,000, or 26.9%, due primarily
to state tax savings as a result of the restructuring. The effective income
tax rate decreased from 37.3% to 32.6%.

Six months ended February 28, 1997 compared to the six months ended
February 29, 1996.
_____________________________________________________________________

Sales increased $23,945,000, or 11.0%, due primarily to the addition of 21 new
cafeterias in fiscal 1997 and 18 in fiscal 1996.

Cost of food increased $5,830,000, or 11.0%, due primarily to the increase in
sales. Payroll and related costs increased $10,981,000, or 18.2%, due
primarily to the increase in sales, the higher Federal minimum wage effective
October 1, 1996, and higher wage costs associated with the significant
increase in expansion over the prior year. Labor costs are typically higher
in new units due to the significant amount of training and turnover during the
first year of operation. Occupancy and other operating expenses increased
$8,887,000, or 13.8%, due primarily to the increase in sales and the opening
of 21 new cafeterias, plus two relocations. All preopening and other start-up
costs are expensed as incurred, including costs for the initial shipments of
china, silverware, and glassware. The total impact of opening the 21 new
locations caused net income for the six months ended February 28, 1997, to be
lower by approximately $.10 per share. General and administrative expenses
increased $916,000, or 8.9%, due primarily to higher legal and professional
fees, higher manager trainee salaries, and higher moving expenses associated
with the increased expansion.

Interest expense increased $409,000 due to higher borrowings under the line-
of-credit agreement.

The provision for income taxes decreased $1,730,000, or 16.2%, due primarily
to state tax savings as a result of the restructuring. The effective income
tax rate decreased from 37.4% to 35.1%.

Forward-Looking Statements
_____________________________________________________

The Company wishes to caution readers that various factors could cause the
actual results of the Company to differ materially from those indicated by
forward-looking statements made from time to time in news releases, reports,
proxy statements, registration statements, and other written communications
(including the preceding sections of this Management's Discussion and
Analysis), as well as oral statements made from time to time by representatives
of the Company. Except for historical information, matters discussed in such
oral and written communications are forward-looking statements that involve
risks and uncertainties, including but not limited to general business
conditions, the impact of competition, the success of operating initiatives,
changes in the cost and supply of food and labor, the seasonality of the
Company's business, taxes, inflation, and governmental regulations.

Part II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

(a) The 1997 annual meeting of shareholders of Luby's Cafeterias, Inc. was
held on January 14, 1997.

(b) The directors elected at the meeting were John E. Curtis, Jr., Ralph
Erben, Walter J. Salmon, and Joanne Winik. The other directors whose
terms continued after the meeting are Lauro F. Cavazos, David B. Daviss,
Roger R. Hemminghaus, John B. Lahourcade, William E. Robson, and
George H. Wenglein.

(c) The matters voted upon at the meeting were (i) the election of four
directors to serve until the 2000 annual meeting of shareholders, (ii)
authorizing restructuring of the Company into a holding company, and
(iii) the approval of the appointment of Ernst & Young LLP as auditors
for the 1997 fiscal year.

(d) With respect to the election of directors, the results of the voting
were:

Shares Voted Shares Broker
Nominee For Abstained Nonvotes
__________________ _____________ _________ _________
John E. Curtis, Jr. 19,773,939 715,692 -0-
Ralph Erben 19,686,081 803,549 -0-
Walter J. Salmon 19,691,461 798,170 -0-
Joanne Winik 19,749,860 739,769 -0-

(e) With respect to authorizing restructuring of the Company into a holding
company, the results of the voting were:

Shares voted "for" 17,708,032
Shares voted "against" 244,051
Shares abstaining 173,531
Broker nonvotes 2,364,023

(f) With respect to approval of the appointment of auditors, the results of
the voting were:

Shares voted "for" 20,402,202
Shares voted "against" 28,848
Shares abstaining 58,579
Broker nonvotes 11

Part II - OTHER INFORMATION (continued)

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

2 Agreement and Plan of Merger dated November 1, 1991, between Luby's
Cafeterias, Inc., a Texas corporation, and Luby's Cafeterias, Inc., a
Delaware corporation (filed as Exhibit 2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended November 30, 1991, and
incorporated herein by reference).

3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a Delaware
corporation, as in effect February 28, 1994 (filed as Exhibit 3(a) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1994, and incorporated herein by reference).

3(b) Bylaws of Luby's Cafeterias, Inc., as currently in effect (filed as
Exhibit 3(c) to the Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996, and incorporated herein by reference).

4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc.
in Form 8-A (filed April 17, 1991, effective April 26, 1991, File No.
1-8308, and incorporated herein by reference).

4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(b) to the Company's Quarterly Report
on Form 10-Q for the quarter ended November 30, 1991, and incorporated
herein by reference).

4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1995, and incorporated
herein by reference).

4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated April 16,
1991 (filed as Exhibit 4(d) to the Company's Quarterly Report on Form
10-Q for the quarter ended May 31, 1995, and incorporated herein by
reference).

4(e) Credit Agreement dated February 27, 1996, among Luby's Cafeterias, Inc.,
Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(e)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
February 29, 1996, and incorporated herein by reference).

4(f) First Amendment to Credit Agreement dated January 24, 1997, among Luby's
Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed
as Exhibit 4(f) to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997, and incorporated herein by reference).

10(a) Form of Deferred Compensation Agreement entered into between Luby's
Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1981, and incorporated herein by reference).

10(b) Form of Amendment to Deferred Compensation Agreement between Luby's
Cafeterias, Inc. and various officers and former officers adopted
January 14, 1997 (filed as Exhibit 10(b) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1997, and
incorporated herein by reference).

10(c) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias,
Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1983,
and incorporated herein by reference).

10(d) Amendment to Annual Incentive Plan for Area Vice Presidents of Luby's
Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(d) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).

10(e) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19, 1983
(filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1983, and incorporated herein by
reference).

10(f) Amendment to Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997 (filed as Exhibit 10(f) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1997, and
incorporated herein by reference).

10(g) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the
shareholders on January 12, 1984 (filed as Exhibit 10(f) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1984, and incorporated herein by reference).

10(h) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997 (filed as Exhibit 10(h) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1997, and
incorporated herein by reference).

10(i) Employment Contract dated January 8, 1988, between Luby's Cafeterias,
Inc. and George H. Wenglein (filed as Exhibit 10(h) to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1988,
and incorporated herein by reference).

10(j) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as
Exhibit 10(i) to the Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1989, and incorporated herein by reference).

10(k) Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc.
adopted January 14, 1997 (filed as Exhibit 10(k) to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1997,
and incorporated herein by reference).

10(l) Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias,
Inc. adopted October 27, 1994 (filed as Exhibit 10(g) to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1994,
and incorporated herein by reference).

10(m) Amendment to Nonemployee Director Deferred Compensation Plan of Luby'
Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(m) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).

10(n) Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc.
approved by the shareholders on January 13, 1995 (filed as Exhibit 10(h)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1995, and incorporated herein by reference).

10(o) Amendment to Nonemployee Director Stock Option Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(o) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).

10(p) Employment Contract dated January 12, 1996, between Luby's Cafeterias,
Inc. and John B. Lahourcade (filed as Exhibit 10(i) to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 29, 1996,
and incorporated herein by reference).

10(q) Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan dated
May 30, 1996 (filed as Exhibit 10(j) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1996, and incorporated
herein by reference).

10(r) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted January 14, 1997 (filed as Exhibit 10(r) to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1997,
and incorporated herein by reference).

10(s) Luby's Cafeterias, Inc. Welfare Benefit Plan Trust dated July 18, 1996
(filed as Exhibit 10(k) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1996, and incorporated herein by
reference).

10(t) Retirement Agreement dated March 17, 1997, between Luby's Cafeterias,
Inc. and Ralph Erben (filed as Exhibit 10(t) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1997, and
incorporated herein by reference).

11 Statement re computation of per share earnings.

(b) Reports on Form 8-K

No reports on Form 8-K have been filed during the quarter for which this
report is filed.

SIGNATURES

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

LUBY'S CAFETERIAS, INC.
(Registrant)

By: DAVID B. DAVISS
______________________________
David B. Daviss
Acting Chief Executive Officer

By: LAURA M. BISHOP
______________________________
Laura M. Bishop
Senior Vice President and
Chief Financial Officer

Dated: July 1, 1997

EXHIBIT INDEX

Number Document

4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc.
in Form 8-A (filed April 17, 1991, effective April 26, 1991, File No.
1-8308, and incorporated herein by reference).

10(m) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(m) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1997, and incorporated herein by reference).

4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc.
in Form 8-A (filed April 17, 1991, effective April 26, 1991, File No.
1-8308, and incorporated herein by reference).

4(e) Credit Agreement dated February 27, 1996, among Luby's Cafeterias,
Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit
4(e) to the Company's Quarterly Report on Form 10-Q for the quarter
ended February 29, 1996, and incorporated herein by reference).

4(f) First Amendment to Credit Agreement dated January 24, 1997, among
Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas,
N.A.

10(b) Form of Amendment to Deferred Compensation Agreement between Luby's
Cafeterias, Inc. and various officers and former officers adopted
January 14, 1997.

10(d) Amendment to Annual Incentive Plan for Area Vice Presidents of Luby's
Cafeterias, Inc. adopted January 14, 1997.

10(e) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19,
1983 (filed as Exhibit 10(e) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1983, and incorporated
herein by reference).

10(f) Amendment to Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.

10(h) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.

10(j) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as
Exhibit 10(i) to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1989, and incorporated herein by
reference).

10(k) Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc.
adopted January 14, 1997.

10(m) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.

10(n) Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc.
approved by the shareholders on January 13, 1995 (filed as Exhibit
10(h) to the Company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1995, and incorporated herein by reference).

10(o) Amendment to Nonemployee Director Stock Option Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.

10(r) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted January 14, 1997.

10(t) Retirement Agreement dated March 17, 1997, between Luby's Cafeterias,
Inc. and Ralph Erben.

11 Statement re computation of per share earnings.

(b) Reports on Form 8-K

No reports on Form 8-K have been filed during the quarter for which this
report is filed.

SIGNATURES

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

LUBY'S CAFETERIAS, INC.
(Registrant)

By: JOHN B. LAHOURCADE
______________________________
John B. Lahourcade
Chairman of the Board and
Acting Chief Executive Officer

By: LAURA M. BISHOP
_____________________________
Laura M. Bishop
Senior Vice President and
Chief Financial Officer

Dated: April 11, 1997

EXHIBIT INDEX

Number Document

2 Agreement and Plan of Merger dated November 1, 1991, between
Luby's Cafeterias, Inc., a Texas corporation, and Luby's
Cafeterias, Inc., a Delaware corporation (filed as Exhibit 2
to the Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1991, and incorporated herein by reference).

3(a) Certificate of Incorporation of Luby's Cafeterias, Inc., a
Delaware corporation, as in effect February 28, 1994 (filed
as Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1994, and incorporated herein
by reference).

3(b) Bylaws of Luby's Cafeterias, Inc., as currently in effect (filed
as Exhibit 3(c) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1996, and incorporated herein by
reference).

4(a) Description of Common Stock Purchase Rights of Luby's Cafeterias,
Inc. in Form 8-A (filed April 17, 1991, effective April 26, 1991,
File No. 1-8308, and incorporated herein by reference).

4(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(b) to the Company's Quarterly
Report on Form 10-Q for the quarter ended November 30, 1991, and
incorporated herein by reference).

4(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1995, and
incorporated herein by reference).

4(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the quarter ended May 31, 1995, and
incorporated herein by reference).

4(e) Credit Agreement dated February 27, 1996, among Luby's Cafeterias,
Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as
Exhibit 4(e) to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 29, 1996, and incorporated herein by
reference).

4(f) First Amendment to Credit Agreement dated January 24, 1997, among
Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas,
N.A.

10(b) Form of Amendment to Deferred Compensation Agreement between Luby's
Cafeterias, Inc. and various officers and former officers adopted
January 14, 1997.

10(d) Amendment to Annual Incentive Plan for Area Vice Presidents of Luby's
Cafeterias, Inc. adopted January 14, 1997.

10(e) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19,
1983 (filed as Exhibit 10(e) to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1983, and incorporated
herein by reference).

10(f) Amendment to Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.

10(h) Amendment to Performance Unit Plan of Luby's Cafeterias, Inc. adopted
January 14, 1997.

10(j) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as
Exhibit 10(i) to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1989, and incorporated herein by
reference).

10(k) Amendment to Management Incentive Stock Plan of Luby's Cafeterias,
Inc. adopted January 14, 1997.

10(m) Amendment to Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.

10(n) Nonemployee Director Stock Option Plan of Luby's Cafeterias, Inc.
approved by the shareholders on January 13, 1995 (filed as
Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1995, and incorporated herein by
reference).

10(o) Amendment to Nonemployee Director Stock Option Plan of Luby's
Cafeterias, Inc. adopted January 14, 1997.

10(r) Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted January 14, 1997.

10(s) Luby's Cafeterias, Inc. Welfare Benefit Plan Trust dated July 18, 1996
(filed as Exhibit 10(k) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1996, and incorporated herein by
reference).

10(t) Retirement Agreement dated March 17, 1997, between Luby's Cafeterias,
Inc. and Ralph Erben.

11 Statement re computation of per share earnings.