Exhibit 99(a)

                                         LUBY'S, INC.
                                 CORPORATE GOVERNANCE GUIDELINES



ROLE AND RESPONSIBILITIES OF BOARD

1.  Ethical Business Environment
The Board believes that the long-term success of Luby's is dependent on the
maintenance of an ethical business environment that focuses on adherence to both
the letter and spirit of the law and regulations and the highest standards of
corporate citizenship.

2.  Oversight
The Board acknowledges that Luby's has many different stakeholders.  However,
the paramount duty of Luby's Board and management is to the shareholders; the
interests of other stakeholders are relevant as a derivative of the duty to
shareholders.  The Board is the ultimate decision making body except for those
matters reserved by law to the shareholders. The management team is charged by
the Board with the management of Luby's affairs.  The Board monitors corporate
performance against business plans on a regular basis to evaluate whether the
business is being properly managed.

3.  Senior Management
The Board selects and regularly evaluates the CEO. The appointment and regular
evaluation of a Chief Operating Officer, if any, will be made by the Board in
collaboration with the CEO. The Board determines the CEO's compensation and
reviews and approves the salaries of senior management named in the Summary
Compensation Table of the Proxy Statement.  The Board also reviews and approves
management's recommendations for threshold, target, and stretch points for the
annual Incentive Bonus Plan.  It periodically reviews succession planning and
management development with the CEO.

4.  Strategy
The Board ensures that a strategic planning process is in place, is used, and
produces sound choices.  It reviews and approves major corporate strategies and
monitors the implementation of current strategic initiatives to assess whether
they are on schedule, on budget, and producing effective results.

5.  Material Transactions
The Board reviews and approves significant capital allocations and expenditures
and material transactions not in the ordinary course of business.

6.  Internal Controls, Reporting, and Compliance
The Board satisfies itself as to the adequacy of internal controls, risk
management, financial reporting, and compliance with laws and regulations.

7.  Corporate Governance
The Board nominates directors to serve on the Board and ensures that the
structure and practices of the Board provide for sound corporate governance.

COMPOSITION OF THE BOARD

8.  Independent Director
An "Independent Director" is a person who is not a current and, generally, not a
former member of management and has no relationship or activity that could
affect or appear to affect his or her ability to exercise independent judgment
as a director.  The Governance Committee reviews the circumstances in each case
and determines when a Board member or candidate is not independent.  The Board
will seek to maintain a substantial majority of independent directors.  Various
regulatory agencies have adopted differing concepts of independence (e.g. SEC,
NYSE, IRS).  These external definitions are not part of these Guidelines and
should be consulted only for the specific purposes for which they were intended.

9.  Number of Directors
The Board believes that the number of directors should not be less than nine or
more than twelve.  The Board may adjust the number upward to accommodate an
outstanding potential candidate or during periods of transition when new
directors may overlap with retiring directors.

10.  Membership Criteria
The Board Governance Committee is responsible for recommending to the Board the
appropriate skills and characteristics for prospective Board candidates in the
context of the current Board makeup and the perceived needs of Luby's at that
point in time.  This assessment should include issues of general business
experience, specialized knowledge, functional skills, other Board and time
commitments, personal characteristics, age, independence, and diversity.

11.  Screening, Selection, and Invitation to Serve
Luby's Bylaws provide that director candidates standing for election by the
shareholders shall be nominated by the Board or by a shareholder as provided in
the Bylaws.   Vacancies in the Board shall be filled by selection of the current
directors.  The Governance Committee is responsible for screening potential
candidates with input from all Board members.  The Chairman will coordinate the
extension of an invitation to Board membership.

12.  Directors Who Change Principal Job Responsibility
Directors who have a significant change in their professional roles and
responsibilities, such as retirement or a change in employer, should submit a
letter to the Chairman of the Board explaining the circumstances.  The Board,
through its Governance Committee, should review the circumstances and decide
whether it is in the best interest of Luby's that the director continue to
serve.

13.  Retirement Age and Term Limits
A director shall not be eligible to stand for election or reelection to the
Board after reaching the age of 70 years.  Except for incumbent directors as of
March 19, 1998, who were then 70 years of age or older, a director will offer
his or her resignation from the Board upon reaching the age of 70 years
effective at the next annual meeting of shareholders.  The Board has not
established term limits for directors; however, the Board Governance Committee
should consider each Director's contribution to the Board every three years,
prior to his of her nomination for reelection by the shareholders.

14.  Chairman/CEO
Corporate policy allows for separation of the office of Chairman and CEO.  This
policy is intended to preserve flexibility for the board of directors regarding
the selection of Chairman and CEO and the independence of those positions.

15.  Lead Director
If the offices of the CEO and Chairman are not separate or if the Chairman is
not considered by the Board to be an independent director, the independent
directors will elect one of their number to serve as Lead Director.  The Lead
Director will chair meetings of independent directors, will facilitate
communications between other members of the Board and the CEO and Chairman, and
will assume other duties which the independent directors as a whole may
designate from time to time.  Directors are always free to communicate directly
with the CEO and Chairman.

16.  Limitations on Tenure as Independent Chair or Lead Director
An Independent Chair or Lead Director serves at the pleasure of the Board.  It
is the sense of the Board that a director's service as Independent Chair or Lead
Director should generally not extend beyond the annual meeting of shareholders
after three consecutive years of service.

FUNCTIONING OF THE BOARD

17.  Board Meetings
Article III of Luby's Bylaws spells out required procedures for calling and
conducting meetings of the Board in order to conduct corporate business.  The
Board sets the number and schedule of Regular Board meetings for the entire year
at the annual meeting of the Board in January.  Currently the Board has five
Regular Meetings each year.  The Chairman, the CEO, or a majority of directors
may call Special Meetings of the Board as necessary.

18.  Board Agendas
The CEO in conjunction with the Chairman and committee chairs will establish and
publish an agenda for each meeting of the Board.  Board members may suggest
items for inclusion on the agenda and may raise for discussion at any Board
meeting subjects not on the agenda.

19.  Board Materials Distributed in Advance
Information and data that are important to the Board's understanding of the
business of the meeting and presentations on special subjects should, when
practical, be distributed at least one week in advance of the meeting to permit
directors to prepare for the meeting.  This will conserve Board meeting time and
allow discussion to focus on questions and analysis of these materials.
Management will try to keep materials as brief as possible while still providing
the desired information.  Lengthy reports or documents, when practical, should
be accompanied by executive summaries.  Directors are encouraged to comment on
the adequacy and effectiveness of materials provided.

20.  Attendance of Nondirectors at Board Meetings
The CEO may invite members of senior management who are not Board members to
regularly participate in portions of the Board meeting.  Further, the Board
encourages the participation at Board meetings of managers who can provide
additional insight into items being discussed or who have substantial future
potential in the Company and who should be given exposure to the Board.
Portions of all Board meetings will be reserved for private deliberation among
Board members.

21.  Meetings of Independent Directors
Independent directors will meet in executive session at the conclusion of the
regularly scheduled board meetings as a matter of practice whenever requested by
an individual board member, either in advance of or during board deliberations.
They may also meet at other times when the need to do so is established by the
Chairman or lead outside director, as appropriate, or upon the Board's own
motion.  The Chairman/Lead outside director is responsible for keeping the CEO
fully informed of any substantive deliberations in such executive sessions.
These meetings may include a discussion with the CEO.

FUNCTIONING OF COMMITTEES OF THE BOARD

22.  Board Committees
The current standing committees of the Board are:  Executive, Finance and Audit,
Personnel and Administrative Policy, and Board Governance.  From time to time
the Board may create a new or disband an existing Committee depending on
particular interests of the Board, issues facing the Company, or legal
requirements.

23.  Committee Charters
Each Committee should, with leadership from its Chair, maintain a charter
describing its duties and responsibilities.  Charters developed or amended will
be reviewed by the Executive Committee and approved by the full Board.

24.  Assignment and Rotation of Committee Membership
The Executive Committee in consultation with the Chairman and, the CEO, and
individual Board members, will assign Board members and chairs to various
Committees, subject to Board approval.  Assignments should comply with various
applicable regulations (e.g. SEC, NYSE, IRS) and with the desires of individual
members insofar as possible.  Consideration should be given to rotating
committee membership and chairs from time to time generally on a three to five
year schedule.

25.  Scheduling of Committee Meetings and Committee Agendas
The Chair of each Committee, in collaboration with management and the Chairman
of the Board, determine the frequency, length, and agenda of each meeting of the
Committee.

26.  Committee Reports to the Board
The Chair of each Committee, with the support of management, will report to the
full Board as soon as practical following a Committee meeting all significant
matters discussed and will present recommendations of the committee to the Board
for action, review, or approval, as appropriate, at each Board meeting.  Minutes
of all Committee meetings will be distributed to all Board members.

MISCELLANEOUS

27.  Board Access to Management
Board members have access to Luby's management, as necessary to fulfill their
obligations as members of the board, and will keep the CEO, COO, and the
chairman informed of any contacts of substance and concerns that may arise
therefrom.  Board members should use judgment to insure that this contact is not
distracting to business operations or that it could be perceived as infringing
on the responsibilities of the CEO.  Correspondence from a Board member to a
member of management should be copied to the CEO and Chairman.

28.  Communications with the Public and Various Constituencies
The CEO is responsible for establishing effective communications with Luby's
various constituencies, i.e. press, shareholders, potential investors,
customers, communities, suppliers, creditors, and corporate partners.
Management speaks for Luby's, and Board members should communicate with these
constituencies only with the consent and generally at the request of management.

29.  Assessing Board Performance
Approximately annually, the Governance committee will survey Board members on
their perceptions of the performance and effectiveness of the Board and solicit
suggestions for improving its performance.  The objective is to increase the
effectiveness of the Board and not to evaluate individual Board members.  The
results of this survey will be reported to the Executive committee which will
report, in turn to the full board with the results and recommended action the
committee deems appropriate.

30.  Board Compensation
Luby's policy is to compensate nonmanagement directors competitively relative to
companies of comparable size.  The Governance Committee will annually recommend
to the full Board for its consideration director compensation for the next year.

31.  Stock Ownership Guidelines for Directors
The Board believes that each Luby's director should accumulate a meaningful
investment in Luby's stock and has established guidelines for share ownership.
Currently, directors are expected to accumulate, over time, common shares with a
market value of at least $100,000.  Luby's has established a tax deferred
Nonemployee Director Phantom Stock Plan.  Beginning in 1999 and until the
ownership guidelines are met, the nonemployee director will receive at least
$10,000 of the annual retainer in phantom stock units to be redeemed for a like
number of common shares when he or she ceases for any reason to be a director.

32.  Review of Guidelines
The Executive Committee is responsible for periodic review of these Guidelines,
as well as consideration of other corporate governance issues that may, from
time to time, merit consideration of the entire Board.

33.  Intent
These Guidelines are intended to be a statement of general principles to guide
the Board in formulating corporate policy.  The Guidelines are not rules or
bylaws.  They may be amended from time to time by the Board.  In addition, the
Board may on occasion depart from the Guidelines when circumstances indicate
that a departure is in the best interest of the Company and its shareholders.


Luby's, Inc. Board of Directors
Corporate Governance Guidelines
Approved September 25, 2001