FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

(Mark One)

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

For the quarterly period ended November 21, 2001

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

For the transition period from _____________________ to _______________________

Commission file number: 1-8308

LUBY'S, 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: 22,422,943 shares outstanding as of December 27,
2001, (exclusive of 4,980,124 treasury shares)

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

LUBY'S, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(In thousands except per share data)

Quarters Ended
November 21, November 30,
2001 2000
___________ ___________
(82 days) (91 days)

Sales $ 95,195 $113,900

Costs and expenses:
Cost of food 24,650 29,360
Payroll and related costs 34,593 39,210
Occupancy and other operating expenses 36,384 39,712
General and administrative expenses 5,348 6,194
Provision for asset impairments and store closings 130 755
________ ________
101,105 115,231
________ ________
Income (loss) from operations (5,910) (1,331)

Interest expense (2,570) (2,257)
Other income, net 448 499
________ ________
Income (loss) before income taxes (8,032) (3,089)

Provision (benefit) for income taxes (2,687) (1,081)
________ ________
Net income (loss) $ (5,345) $ (2,008)
________ ________
Net income (loss) per share - basic and
assuming dilution $ (0.24) $ (0.09)
_________ _________
Average number of shares outstanding 22,423 22,420
_________ _________
See accompanying notes.

LUBY'S, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

November 21, August 31,
2001 2001
ASSETS (unaudited)
___________ __________
Current assets:
Cash and cash equivalents $ 3,046 $ 4,099
Short-term investments 22,968 19,984
Trade accounts and other receivables 287 358
Food and supply inventories 3,134 2,701
Prepaid expenses 2,542 2,765
Income tax receivable 7,072 4,468
Deferred income taxes 4,834 4,931
________ _________
Total current assets 43,883 39,306

Property held for sale 1,759 3,047
Investments and other assets 12,766 5,929
Property, plant, and equipment - at cost, net 296,381 305,180
________ ________
Total assets $354,789 $353,462
________ ________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,805 $ 13,696
Accrued expenses and other liabilities 33,483 34,585
________ ________
Total current liabilities 55,288 48,281

Long-term debt 126,746 127,401
Deferred income taxes and other credits 2,130 2,271
Reserve for store closings 4,441 4,506
________ ________
Total liabilities 188,605 182,459
________ ________
Shareholders' equity:
Common stock 8,769 8,769
Paid-in capital 34,247 33,882
Retained earnings 229,370 234,715
Accumulated other comprehensive income (loss) (431) (592)
Less cost of treasury stock (105,771) (105,771)
________ ________
Total shareholders' equity 166,184 171,003
________ ________
Total liabilities and shareholders' equity $354,789 $353,462
________ ________
See accompanying notes.

LUBY'S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In thousands)
Quarters Ended
November 21, November 30,
2001 2000
___________ ___________
(82 days) (91 days)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(5,345) $(2,008)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 4,942 5,722
Amortization of deferred loss on interest
rate swaps 248 -
Amortization of discount on convertible
subordinated notes 111 -
Provision for asset impairments and
store closings 130 755
Gain on disposal of property held for sale (70) (329)
Loss on disposal of property, plant,
and equipment 46 39
Noncash directors' fees 68 26
Noncash compensation expense 297 -
_______ _______
Cash provided by operating activities
before changes in operating assets
and liabilities 427 4,205
Changes in operating assets and liabilities:
(Increase) decrease in trade accounts and
other receivables 71 (18)
(Increase) decrease in food and supply
inventories (433) (282)
(Increase) decrease in income tax receivable (2,604) (635)
(Increase) decrease in prepaid expenses 223 2,465
(Increase) decrease in inventory and
other assets 604 14
Increase (decrease) in accounts payable 8,109 (2,170)
Increase (decrease) in accrued expenses
and other liabilities (1,102) 3,272
Increase (decrease) in deferred income
taxes and other credits (131) (549)
Increase (decrease) in reserve for
store closings (195) (1,012)
_______ _______
Net cash provided by (used in)
operating activities $ 4,969 $ 5,290
_______ _______
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in short-term investments $(2,984) $ -
Proceeds from disposal of property held for sale 790 1,832
Purchases of property, plant, and equipment, net (3,062) (7,508)
_______ _______
Net cash provided by (used in) investing
activities (5,256) (5,676)
_______ _______
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments on) long-term borrowings (766) -
Proceeds from (payments on) borrowings against
cash surrender value of officers' life insurance - 3,623
Dividends paid - (2,242)
_______ _______
Net cash provided by (used in) financing
activities (766) 1,381
_______ _______

Net increase (decrease) in cash and cash equivalents (1,053) 995
Cash and cash equivalents at beginning of period 4,099 679
_______ _______

Cash and cash equivalents at end of period $ 3,046 $ 1,674
_______ _______
See accompanying notes.

LUBY'S, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (unaudited)
(In thousands)

Accumu-
lated
Other
Compre- Total
Common Stock hensive Share-
Issued Treasury Paid-In Retained Income holders'
Shares Amount Shares Amount Capital Earnings (loss) Equity
_____________________________________________________________________________________________

<s> <c> <c> <c> <c> <c> <c> <c> <c>
Balance at
August 31, 2001 27,403 $8,769 (4,980) $(105,771) $33,882 $234,715 $(592) $171,003
Other comprehensive
income (loss),
net of taxes:
Reclassification
adjustment for
loss recognized
on termination
of interest rate
swaps, net of
taxes of $87 - - - - - - 161 161

Net income (loss)
for the quarter - - - - - (5,345) - (5,345)

Common stock issued
under benefit plans,
net of shares tendered
in partial payment
and including tax
benefits - - - - 68 - - 68
Noncash stock compen-
sation expense - - - - 297 - - 297
________________________________________________________________________

Balance at
November 21, 2001 27,403 $8,769 (4,980) $(105,771) $34,247 $229,370 $(431) $166,184
________________________________________________________________________

See accompanying notes.

LUBY'S, INC.
NOTES TO FINANCIAL STATEMENTS (unaudited)
November 21, 2001

Note 1: Basis of Presentation

The accompanying unaudited financial statements are presented in accordance
with the requirements of Form 10-Q and, consequently, do not include all of the
disclosures normally required by accounting principles generally accepted in
the United States. 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 periods are not necessarily indicative of the results to be
expected for the full year.

These financial statements should be read in conjunction with the consolidated
financial statements and footnotes included in Luby's annual report on
Form 10-K for the year ended August 31, 2001. The accounting policies used in
preparing these consolidated financial statements are the same as those
described in Luby's annual report on Form 10-K.

Note 2: Accounting-Period Change

Beginning with the 2002 fiscal year, the Company changed its accounting
intervals from 12 calendar months to 13 four-week periods. To properly
accommodate this change, the first period began September 1, 2001, and covered
26 days; subsequent periods cover 28 days. The first, second, third, and
fourth quarters of fiscal year 2002 include 82, 84, 84, and 112 days,
respectively. Fiscal year 2002 will therefore be 362 days in length compared
to 365 days in fiscal year 2001. Fiscal year 2003 and most years going forward
will be 364 days in length.

Note 3: Derivative Financial Instruments

The Company adopted Statement of Financial Accounting Standards No. 133 (SFAS
133), "Accounting for Derivative Instruments and Hedging Activities," and its
amendments, Statements No. 137 and 138, on September 1, 2000. SFAS 133
requires that all derivative instruments be recorded on the balance sheet at
fair value. Pursuant to this standard, the Company designated its Interest
Rate Protection Agreements (Swaps) as cash flow hedge instruments. Swaps have
been used to manage exposure to interest rate movement by effectively changing
the variable rate to a fixed rate. The critical terms of the Swaps and the
interest-bearing debt associated with the Swaps were the same; therefore, the
Company assumed that there was no ineffectiveness in the hedge relationship.
Changes in fair value of the Swaps are recognized in other comprehensive income
(loss), net of tax effects, until the hedged items are recognized in earnings.

Due to declining interest rates and in anticipation of additional future
unfavorable interest rate changes, the Company terminated its Swaps on July 2,
2001, for a cash payment of $1,255,000, including accrued interest of $163,000.

In accordance with SFAS 133, the loss of $1,092,000 is being recognized as
interest expense over the original term of the Swaps (through June 30, 2002).
At November 21, 2001, $431,000, net of taxes of $232,000, remains in
accumulated other comprehensive loss.

Note 4: Comprehensive Income (Loss)

The Company's comprehensive income (loss) is comprised of net income (loss) and
adjustments to derivative financial instruments. The components of
comprehensive income (loss) are as follows:

Quarters Ended
November 21, November 30,
2001 2000
___________ ___________
(82 days) (91 days)
(In thousands)

Net income (loss) $(5,345) $(2,008)
Other comprehensive income, net of taxes:
Cumulative effect of a change in accounting
for derivative financial instruments upon
adoption of SFAS 133, net of taxes of $61 - 114
Net derivative income (loss), net of taxes of $108 - (201)
Reclassification adjustment for gains
included in net income (loss), net of taxes of $10 - (20)
Reclassification adjustment for loss recognized on
termination of interest rate swaps,
net of taxes of $87 161 -
_______ _______
Comprehensive income (loss) $(5,184) $(2,115)
_______ _______

Note 5: Debt

At August 31, 2001, the Company had a credit facility balance of $122 million
with a syndicate of four banks. Subsequent to fiscal year-end 2001, the
terrorist attacks of September 11 and increased recessionary trends resulted in
the Company's inability to meet its first quarterly EBITDA covenant for fiscal
year 2002. Accordingly, the Company obtained a waiver and amendment to its
credit agreement dated December 5, 2001, which waives its noncompliance with
first-quarter EBITDA levels, resets remaining fiscal 2002 quarterly EBITDA
targets, and limits capital expenditures for the year to $15 million. The
Company expects to be in compliance with its revised covenants for the
remainder of fiscal year 2002.

During the first quarter of fiscal 2002, two payments were made which reduced
the balance of the credit facility to $121.2 million. These payments were made
in compliance with the amended credit agreement, which requires that the
Company pay the facility down in amounts equal to all proceeds received from
the sale of real and personal property. The payments were a result of two land
sales that occurred during the quarter totaling $766,000.

On March 9, 2001, the Company's newly appointed CEO and COO, Christopher J.
Pappas and Harris J. Pappas, respectively, made commitments to loan the Company
a total of $10 million in exchange for convertible subordinated notes that were
funded in the fourth quarter of fiscal 2001. The notes bear interest at LIBOR
plus 2%, payable quarterly, and have a stated redemption date of March 1, 2011.
Interest through September 1, 2003, may be paid in a combination of cash,
common stock, or both at the Company's election, subject to certain
restrictions on the amount of stock issued. Notwithstanding any accrued
interest that may also be converted to options, the notes are convertible into
the Company's common stock at $5.00 per share, or 2,000,000 shares, at the
option of the holders at any time after January 2, 2003, and prior to the
stated redemption date.

The conversion price on the notes was less than the market value of the
Company's common stock (as determined by the closing price on the New York
Stock Exchange on the date of issue). The intrinsic value of this beneficial
conversion feature of $4,680,000 was recorded as a component of paid-in capital
and a discount on the notes. The discount is being amortized to interest
expense through the redemption date. The Company has amortized $111,000 of
this discount during the quarter ended November 21, 2001. The carrying value
of the notes at November 21, 2001, net of the unamortized discount, was
approximately $5,512,000.

Note 6: Impairment of Long-Lived Assets and Store Closings

During the current quarter, the Company recorded a pretax charge to operating
costs of $130,000 related to employee termination costs for 11 of 17
restaurants that met the Company's criteria for closure last fiscal year.
During the first fiscal quarter of 2002, the employees of those 11 units
received notification and each unit was subsequently closed.

In accordance with Company guidelines, management periodically reviews the
financial performance of each store for indicators of impairment or indicators
that closure would be appropriate. Where indicators are present, such as three
full fiscal years of negative cash flows or other unfavorable market
conditions, the carrying values of assets are written down to the estimated
future discounted cash flows or fully written off in the case of negative cash
flows anticipated in the future. Estimated future cash flows are based upon
regression analyses generated from similar restaurants, discounted at the
Company's weighted average cost of capital.

During fiscal 2001, the Company recorded a pretax charge of $30.4 million as a
result of its reviews for impairments in accordance with SFAS 121 and
assessments of closure costs. The principal components of the fiscal 2001
charge were as follows:

- $11.6 million for the closing of 15 underperforming restaurants; nine were
closed by the first quarter of fiscal year 2002. (As explained below, two
other restaurants were closed that will be remodeled and reopened as new
concepts.) This charge included the cost to write down the properties and
equipment to net realizable value and estimated costs for the settlement of
lease obligations, legal and professional fees, and other exit costs.
Employee severance costs were not accrued as of August 31, 2001, but were
paid out and expensed in the first quarter of fiscal 2002.

- $17.0 million for asset impairment of 13 restaurants that the Company
continues to operate. In accordance with SFAS 121, the properties were
written down to the estimated future discounted cash flows or fully written
off in the case of negative future cash flows.

- $0.8 million primarily for the impairment of one property operated under a
joint venture with Waterstreet, Inc. The joint venture, L&W Seafood, Inc.,
was terminated in 1999. This property was written down to its estimated
net realizable value and was sold in fiscal year 2001.

- $1.0 million associated with the write-off of assets for two locations that
will be remodeled and reopened before the end of fiscal year 2002. The
Company closed these units by October 31, 2001. Property that cannot be
salvaged, transferred, or effectively reused has been written off.

The comparative quarterly results of operations for the 15 restaurants
designated for closure at August 31, 2001, were as follows:

Quarters Ended
November 21, November 30,
2001 2000
___________ ___________
(82 days) (91 days)
(In thousands)

Sales $2,848 $4,851
Operating loss (1,317) (950)

At November 21, 2001, the Company had a reserve for store closings of $4.4
million. Excluding lease termination settlements, it is anticipated that all
material cash outlays required for the store closings planned as of August 31,
2001, will be made prior to August 31, 2002. The following is a summary for
the quarter of the types and amounts recognized as accrued expenses together
with cash payments under the fiscal year 2001 plan:

Reserve Balance
______________________________________________________
Lease Legal and Other
Settlement Professional Workforce Exit Total
Costs Fees Severance Costs Reserve
_______________________________________________________
(In thousands)
As of August 31, 2001 $4,206 $ - $ - $300 $4,506
Additions (reductions) - - 130 - 130
Cash payments (56) - (130) (9) (195)
______ ____ ____ ____ ______

As of November 21, 2001 $4,150 $ - $ - $291 $4,441
______ ____ ____ ____ ______

All material cash outlays associated with prior closure plans were completed by
August 31, 2001.

Note 7: Related Parties

A director of the Company is also a director of an investment firm that
provides investment services for the Company's profit sharing and retirement
trust plan (the Plan). During the quarter ended November 21, 2001, the Plan
paid the investment firm approximately $15,000.

The recently hired CEO and COO of the Company own a restaurant company that
provides services to the Company. The services include general business
consulting, basic equipment maintenance, specialized equipment fabrication,
warehousing support, and a ground lease. The total cost of these services for
the quarter ended November 21, 2001, was $367,700.

The CEO and COO loaned the Company a total of $10 million in the form of
convertible subordinated notes to support the Company's future operating cash
needs. The entire balance was outstanding as of November 21, 2001.

The recently hired CFO and the Senior Vice President-Administration provide
financial and legal services to the restaurant company owned by the CEO and COO
of the Company; compensation for the services provided by the CFO and the
Senior Vice President-Administration to the separate restaurant company are
funded by that organization.

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

Management's discussion and analysis of financial condition and results of
operations should be read in conjunction with the consolidated financial
statements and footnotes for the quarter ended November 21, 2001, and the
audited financial statements filed on Form 10-K for the fiscal year ended
August 31, 2001.

Results of Operations

Quarter ended November 21, 2001, compared to the quarter ended November 30,
2000

Sales decreased $18,705,000, or 16.4%, in the first quarter of fiscal 2002
compared to the first quarter of fiscal 2001. Nine fewer days in the current
quarter accounted for approximately $12 million of the total sales decline.
Revenues were also lower due to the closure of 30 stores since September 2000.
Excluding the effect of fewer days and stores this quarter, same-store sales
declined $2.6 million, or 2.7%, which was primarily pressured by recent
recessionary trends.

Cost of food decreased $4,710,000, or 16.0%, due primarily to the decline in
sales. As a percentage of sales, food costs were slightly higher due to the
emphasis on increased food quality. Payroll and related costs decreased
$4,617,000, or 11.8%, due primarily to store closures and nine fewer days in
the quarter. Wages as a percentage of sales increased; the Company was unable
to quickly lower labor cost in response to the decrease in sales. Management
initiatives to better and more promptly optimize labor are currently in
development. Occupancy and other operating expenses decreased $3,328,000, or
8.4%, due primarily to store closures, but increased as a percentage of sales
due to higher utility rates and higher expenditures related to improving the
general condition of the restaurants.

General and administrative expenses decreased $846,000, or 13.7%, due primarily
to lower officer salaries and decreased legal and professional fees.

The provision for asset impairments and store closings decreased $625,000, or
82.8%, primarily due to a write-down in the first quarter of fiscal year 2001.
The property that was subsequently sold had been operated under L&W Seafood,
Inc., a joint venture with Waterstreet that was terminated in 1999. The lower
expense in the first quarter of fiscal year 2002 relates to employee
termination costs for 11 of 17 restaurants that met the Company's criteria for
closure in the previous fiscal year.

Interest expense increased $313,000, or 13.9%, due primarily to noncash
interest amortization and higher levels of debt, offset by lower interest rates
and nine fewer days of interest expense in the quarter.

Other income decreased $51,000, or 10.2%, due to lower gains on the sale of
properties compared to the same quarter of the prior fiscal year.

The income tax benefit increased $1,606,000, or 148.5%, due primarily to a
greater loss incurred in the current quarter in comparison with the same
quarter of the prior fiscal year. This benefit was partially offset by a lower
effective tax rate of 33.5% in the current year compared to 35% in the prior
year primarily due to permanent differences in non-deductible interest expense.

Liquidity and Capital Resources

Cash and cash equivalents decreased by $1,053,000 from the end of the preceding
fiscal year to November 21, 2001. Capital expenditures for the first quarter
ended November 21, 2001, were $3,062,000. All capital expenditures for fiscal
2002 are being funded from cash flows from operations and cash equivalents. As
of the quarter-end, the Company owned seven properties held for sale, including
five undeveloped land sites. The Company also has 18 properties held for
future use.

Capital expenditures for fiscal 2002 are expected to approximate $15 million.
The Company will focus on improving the appearance, functionality, and sales at
existing restaurants. These efforts will include changing several locations to
other dining concepts, where feasible. As a start, the Company plans to
remodel two currently closed units. One will reopen as a new seafood
restaurant. The new dining theme for the other restaurant is still under
development.

The Company typically carries current liabilities in excess of current assets
because a substantial portion of cash generated from operating activities is
reinvested in capital expenditures. At November 21, 2001, the Company had a
working capital deficit of $11,405,000, in comparison to a working capital
deficit of $8,975,000 at August 31, 2001. The higher deficit was primarily
attributable to an increase in accounts payable of $8,109,000, due to changes
in the timing of operational cutoffs and Thanksgiving holiday purchases under
the Company's new 13-period fiscal year. Partially offsetting the rise in
accounts payable was the improvement in cash and cash equivalents and short-term
investments provided by operating activities to a combined total of
$26,014,000 at the end of the first quarter of fiscal year 2002, from
$24,083,000 at the end of the previous fiscal year.

As of September 1, 2001, the Company had a balance of $122 million outstanding
under its credit facility. Due to the events of September 11 and the resulting
impact on the economy, the Company was unable to meet its first quarter fiscal
2002 EBITDA covenant requirement for its credit facility. Accordingly, the
Company obtained a waiver and amendment to its credit facility dated
December 5, 2001, which waives its noncompliance with EBITDA levels, resets
remaining fiscal 2002 quarterly EBITDA targets, and limits capital expenditures
to $15 million. During the quarter, two payments totaling $766,000 were made
to the credit facility, which brought the balance to $121.2 million as of
November 21, 2001. There is no ability to borrow additional funds under the
credit facility.

In prior fiscal years, the Company had Interest Rate Protection Agreements
(Swaps) that effectively fixed the interest rate on a portion of its floating-
rate debt under its line of credit. The Company terminated its Swaps effective
July 2, 2001, due to declining interest rates. The Company currently has a
total of $131.2 million in variable-rate debt: $121.2 million under its credit
facility at prime plus an applicable margin as required by the amended credit
facility and $10 million in subordinated convertible notes loaned to the
Company by its CEO and COO at LIBOR plus 2%. See Financial Statement Notes 3
and 5 for further discussion.

Trends and Uncertainties

The events of September 11 increased concerns over national security, fueled
the development of recessionary trends, and cast uncertainty on the general
economic outlook of the country. The long-term impact of these trends and
uncertainties on the Company is difficult to predict and will ultimately depend
on their severity, duration, and resulting effect on consumer spending.

SFAS 121 requires the Company to review long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. The Company considers a history of
operating losses or negative cash flows and unfavorable changes in market
conditions to be its main indicators of potential impairment. Assets are
generally evaluated for impairment at the restaurant level. If a restaurant
does not meet its financial investment objectives or continues to incur negative
cash flows or operating losses, an impairment or restaurant closing
charge may be recognized in future periods.

The U.S. Congress is currently considering an increase in the federal minimum
wage as part of an economic stimulus package. The restaurant industry is
intensely competitive, and the Company may not be able to transfer all of the
resulting increases in operating costs to its customers in the form of price
increases.

Reserve for Store Closings

No additional restaurants were impaired during the first quarter of fiscal
2002. Of the 17 restaurants designated for closure as of August 31, 2001, 11
were closed in the first quarter of fiscal 2002. At August 31, 2001, the
balance in the reserve for store closings was $4.5 million. During the quarter,
the Company paid $56,000 in lease settlement costs and $9,000 in other exit
costs. The Company also charged to the reserve, and subsequently paid before
the end of the quarter, $130,000 in employee termination costs. After the
changes in the reserve noted here, the balance decreased to $4.4 million as of
November 21, 2001. See Note 6 for further discussion.

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, governmental regulations, and the
availability of credit, as well as other risks and uncertainties disclosed in
periodic reports on Form 10-K and Form 10-Q.

Part II - OTHER INFORMATION

Item 4. Exhibits and Reports on Form 8-K

A. Exhibits

3(a) - Certificate of Incorporation of Luby's, Inc., as currently in effect
(filed as Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 1999, and incorporated herein by
reference).

3(b) - Bylaws of Luby's, Inc. as currently in effect (filed as Exhibit 3(c)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998, 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) - Amendment No. 4 dated March 8, 2001, to Rights Agreement dated
April 16, 1991 (filed as Exhibit 99.1 to the Company's Report on Form
8-A12B/A on March 22, 2001, and incorporated herein by reference).

4(f) - 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(g) - 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).

4(h) - ISDA Master Agreement dated June 17, 1997, between Luby's Cafeterias,
Inc. and NationsBank, N.A., with Schedule and Confirmation dated
July 7, 1997 (filed as Exhibit 4(g) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1997, and incorporated
herein by reference).

4(i) - ISDA Master Agreement dated July 2, 1997, between Luby's Cafeterias,
Inc. and Texas Commerce Bank National Association, with Schedule and
Confirmation dated July 2, 1997 (filed as Exhibit 4(h) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997, and incorporated herein by reference).

4(j) - Second Amendment to Credit Agreement dated July 3, 1997, among Luby's
Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A.
(filed as Exhibit 4(i) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1997, and incorporated herein by
reference).

4(k) - Third Amendment to Credit Agreement dated October 27, 2000, among
Luby's, Inc., Certain Lenders, and Bank of America, N.A. (filed as
Exhibit 4(j) to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 2000, and incorporated herein by
reference).

4(l) - Fourth Amendment to Credit Agreement dated July 9, 2001, among Luby's,
Inc., Bank of America, N.A., and other creditors of its bank group
(filed as Exhibit 4(l) to the Company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 2001, and incorporated herein by
reference).

4(m) - Deed of Trust, Assignment, Security Agreement, and Financing Statement
dated July 2001, executed as part of the Fourth Amendment to Credit
Agreement (filed as Exhibit 4(m) to the Company's Quarterly Report on
Form 10-Q for the quarter ended May 31, 2001, and incorporated herein
by reference).

4(n) - Subordination and Intercreditor Agreement dated June 29, 2001, between
Harris J. Pappas and Christopher J. Pappas, Bank of America, N.A.
Agreement [as the bank group agent], and Luby's, Inc. (filed as
Exhibit 4(n) to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 2001, and incorporated herein by reference).

4(o) - Convertible Subordinated Promissory Note dated June 29, 2001, between
Christopher J. Pappas and Luby's, Inc. in the amount of $1,500,000
(filed as Exhibit 4(o) to the Company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 2001, and incorporated herein by
reference).

4(p) - Convertible Subordinated Promissory Note dated June 29, 2001, between
Harris J. Pappas and Luby's, Inc. in the amount of $1,500,000 (filed
as Exhibit 4(p) to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 2001, and incorporated herein by reference).

4(q) - Convertible Subordinated Promissory Note dated June 29, 2001, between
Christopher J. Pappas and Luby's, Inc. in the amount of $3,500,000
(filed as Exhibit 4(q) to the Company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 2001, and incorporated herein by
reference).

4(r) - Convertible Subordinated Promissory Note dated June 29, 2001, between
Harris J. Pappas and Luby's, Inc. in the amount of $3,500,000 (filed
as Exhibit 4(r) to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 2001, and incorporated herein by reference).

4(s) - Fifth Amendment to Credit Agreement dated December 5, 2001, among
Luby's, Inc., Bank of America, and other creditors of its bank group
(filed as Exhibit 4(s) to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 2001, 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) - 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(d) - 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(e) - 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(f) - 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).*

10(g) - Amendment to Nonemployee Director Deferred Compensation Plan of Luby's
Cafeterias, Inc. adopted March 19, 1998 (filed as Exhibit 10(o) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998, and incorporated herein by reference).*

10(h) - Amended and Restated Nonemployee Director Stock Option Plan of Luby's,
Inc. approved by the shareholders of Luby's, Inc. on January 14, 2000
(filed as Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q
for the quarter ended February 29, 2000, and incorporated herein by
reference).*

10(i) - 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(j) - 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(k) - Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted January 9, 1998 (filed as Exhibit 10(u) to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1998,
and incorporated herein by reference).*

10(l) - Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement
Plan adopted May 21, 1999 (filed as Exhibit 10(q) to the Company's
Quarterly Report on Form 10-Q for the quarter ended May 31, 1999, and
incorporated herein by reference.)*

10(m) - Severance Agreement between Luby's, Inc. and Barry J.C. Parker dated
December 19, 2000 (filed as Exhibit 10(r) to the Company's Quarterly
Report on Form 10-Q for the quarter ended November 30, 2000, and
incorporated herein by reference.)*

10(n) - Luby's Cafeterias, Inc. Nonemployee Director Phantom Stock Plan
adopted March 19, 1998 (filed as Exhibit 10(aa) to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1998,
and incorporated herein by reference).*

10(o) - Luby's Incentive Stock Plan adopted October 16, 1998 (filed as Exhibit
10(cc) to the Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1998, and incorporated herein by reference).*

10(p) - Form of Change in Control Agreement entered into between Luby's, Inc.,
and each of its Senior Vice Presidents as of January 8, 1999 (filed as
Exhibit 10(aa) to the Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1999, and incorporated herein by
reference).*

10(q) - Luby's, Inc. Deferred Compensation Plan effective June 1, 1999 (filed
as Exhibit 10(cc) to the Company's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1999, and incorporated herein by
reference).*

10(r) - Registration Rights Agreement dated March 9, 2001, by and among
Luby's, Inc., Christopher J. Pappas, and Harris J. Pappas (filed as
Exhibit 10.4 to the Company's Current Report on Form 8-K dated
March 9, 2001, and incorporated herein by reference).

10(s) - Purchase Agreement dated March 9, 2001, by and among Luby's, Inc.
Harris J. Pappas, and Christopher J. Pappas (filed as Exhibit 10.1 to
the Company's Current Report on Form 8-K dated March 9, 2001, and
incorporated herein by reference).

10(t) - Employment Agreement dated March 9, 2001, between Luby's, Inc. and
Christopher J. Pappas (filed as Exhibit 10.2 to the Company's Current
Report on Form 8-K dated March 9, 2001, and incorporated herein by
reference).*

10(u) - Employment Agreement dated March 9, 2001, between Luby's, Inc. and
Harris J. Pappas (filed as Exhibit 10.3 to the Company's Current
Report on Form 8-K dated March 9, 2001, and incorporated herein by
reference).*

10(v) - Luby's, Inc. Incentive Bonus Plan for Fiscal 2001 (filed as Exhibit
10(z) to the Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 2000, and incorporated herein by reference).*

10(w) - Luby's, Inc. Stock Option granted to Christopher J. Pappas on March 9,
2001 (filed as Exhibit 10(w) to the Company's Quarterly Report on Form
10-Q for the quarter ended May 31, 2001, and incorporated herein by
reference).*

10(x) - Luby's, Inc. Stock Option granted to Harris J. Pappas on March 9, 2001
(filed as Exhibit 10(x) to the Company's Quarterly Report on Form 10-Q
for the quarter ended May 31, 2001, and incorporated herein by
reference).*

10(y) - Affiliate Services Agreement dated August 31, 2001, by and among
Luby's, Inc., Christopher J. Pappas, Harris J. Pappas, Pappas
Restaurants, L. P., and Pappas Restaurants, Inc. (filed as Exhibit
10(y) to the Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 2001, and incorporated herein by reference).

10(z) - Ground Lease dated March 25, 1994, by and between Luby's Cafeterias,
Inc. and PHCG Investments, as amended by Lease Amendment dated July 6,
1994 (filed as Exhibit 10(z) to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 2001, and incorporated
herein by reference).

10(aa)- Lease Agreement dated June 1, 2001, by and between Luby's, Inc. and
Pappas Restaurants, Inc. (filed as Exhibit 10(aa) to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 2001,
and incorporated herein by reference).

10(bb)- Final Severance Agreement and Release between Luby's, Inc. and Alan M.
Davis dated July 20, 2001 (filed as Exhibit 10(bb) to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 2001,
and incorporated herein by reference). While in search for new
executive management, the Company entered into an employment agreement
with Mr. Davis in January 2001. The value of that one-year contract
was a year's salary upon termination. After new management was
secured, the Company finalized the exhibited agreement that provides
for the payment of monthly consulting fees to Mr. Davis until July
2002, but releases the Company from all prior employment commitments.*

10(cc)- Consultant Agreement between Luby's Restaurants Limited Partnership
and Alan M. Davis dated July 20, 2001 (filed as Exhibit 10(cc) to the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 2001, and incorporated herein by reference).*

11 - Statement re computation of per share earnings.

99(a) - Corporate Governance Guidelines of Luby's, Inc., as amended July 26,
2001 (filed as Exhibit 99(a) to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 2001, and incorporated
herein by reference).

*Denotes management contract or compensatory plan or arrangement.

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, INC.
(Registrant)

By:/s/Christopher J. Pappas
________________________
Christopher J. Pappas
President and
Chief Executive Officer

By:/s/Ernest Pekmezaris
________________________
Ernest Pekmezaris
Senior Vice President and
Chief Financial Officer

Dated: January 3, 2002

EXHIBIT INDEX

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).

11 - Statement re computation of per share earnings.