Exhibit 4(d)

                        AMENDMENT NO. 3 TO RIGHTS AGREEMENT

     This Amendment made as of May 29, 1995, by and between LUBY'S CAFETERIAS,
INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER &
TRUST COMPANY ("AST").

                                   WITNESSETH:

     WHEREAS, a Rights Agreement dated as of April 16, 1991, was entered into
between Luby's Cafeterias, Inc., a Texas corporation ("Old Luby's"), and
AMERITRUST COMPANY, N.A., ("Ameritrust"), as Rights Agent, and was amended by
Amendment No. 1 to Rights Agreement dated as of December 19, 1991, and by
Amendment No. 2 to Rights Agreement dated as of February 7, 1995, which Rights
Agreement as so amended by Amendments Nos. 1 and 2, is referred to hereinafter
as the "Rights Agreement;" and

     WHEREAS, the Company has succeeded to all of the covenants, agreements,
obligations, rights and benefits of Old Luby's under the Rights Agreement; and

     WHEREAS, the Company has appointed AST as successor Rights Agent under
the Rights Agreement pursuant to Section 21 thereof, and AST has accepted such
appointment; and 

     WHEREAS, AST has succeeded to all of the covenants, agreements,
obligations, rights and benefits of Ameritrust, as Rights Agent, under the
Rights Agreement; and

     WHEREAS, Section 27 of the Rights Agreement provides that, prior to the
Distribution Date (as therein defined), the Company and the Rights Agent, if
the Company so directs, shall supplement or amend any provision of the Rights
Agreement without the approval of any holders of certificates representing
shares of Common Stock (as therein defined);

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1.  The foregoing recitals are adopted and made a part of this
Amendment.

     Section 2.  The Company hereby directs that the Rights Agreement be
amended as provided in Section 3 below.

     Section 3.  The stock certificate legend set forth in Section 3(d) of the
Rights Agreement is hereby amended so as to read as follows:

     This certificate also evidences certain Rights as set forth in a 
     Rights Agreement between LUBY'S CAFETERIAS, INC. and the initial 
     Rights Agent dated as of April 16, 1991, as amended (the "Rights 
     Agreement"), the terms of which are hereby incorporated herein by
     reference and a copy of which is on file at the principal executive
     offices of the Company.  The Company will mail to the holder of 
     this certificate a copy of the Rights Agreement without charge 
     promptly after receipt of a written request therefor.  Under certain
     circumstances, as set forth in the Rights Agreement, such Rights
     may be evidenced by separate certificates and no longer be evidenced
     by this certificate, may be redeemed or exchanged or may expire. 
     As set forth in the Rights Agreement, Rights issued to, or held by,
     any Person who is, was or becomes an Acquiring Person or an 
     Affiliate or Associate thereof (as such terms are defined in the
     Rights Agreement), whether currently held by or on behalf of such
     Person or by any subsequent holder, may be null and void.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.

                                      LUBY'S CAFETERIAS, INC.

                                      By:  Ralph Erben
                                           ______________________
                                           Ralph Erben, President and
                                           Chief Executive Officer

                                      AMERICAN STOCK TRANSFER &
                                      TRUST COMPANY

                                      By:  Herbert J. Lemmer
                                           ______________________
                                           Herbert J. Lemmer
                                           Vice President