SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

Landry's Seafood Restaurants, Inc.
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(Name of Registrant as Specified in its Charter)

N/A
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(a)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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PRELIMINARY PROXY--FOR INFORMATION PURPOSES ONLY.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

[LANDRY'S SEAFOOD RESTAURANTS LOGO]

May , 2001

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders which
will be held on June 5, 2001, at 11:00 a.m., local time, at Willie G's Seafood
and Steak House, 1605 Post Oak Boulevard, Houston, Texas.

The enclosed notice and proxy statement contain details concerning the
business to come before the meeting. You will note that the Board of Directors
of the Company recommends a vote "FOR" the election of five Directors to serve
terms of offices expiring at the 2002 Annual Meeting of Stockholders, and "FOR"
the amendment of our charter to change the name of the company to "Landry's
Restaurants, Inc." Please sign and return your proxy card in the enclosed
envelope at your earliest convenience to assure that your shares will be
represented and voted at the meeting even if you cannot attend.

The Board of Directors and Management look forward to seeing you at the
Annual Meeting.

Very truly yours,
/s/ TILMAN J. FERTITTA
Tilman J. Fertitta
Chairman of the Board,
President and Chief Executive Officer

[Landry's Seafood, Joe's Crab Shack, The Crab House, Willie G's and Rainforest
Cafe Logos]

LANDRY'S SEAFOOD RESTAURANTS, INC.
1510 West Loop South
Houston, Texas 77027

---------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON June 5, 2001

---------------

Notice is hereby given that the Annual Meeting of Stockholders of Landry's
Seafood Restaurants, Inc. (the "Company") will be held at Willie G's Seafood
and Steak House, 1605 Post Oak Boulevard, Houston, Texas, on June 5, 2001, at
11:00 a.m., local time, for the following purposes:

1. To elect five directors to serve a term of office expiring at the 2002
Annual Meeting of Stockholders and until their successors shall have
been duly elected and qualified;

2. To amend our Certificate of Incorporation to change our name from
"Landry's Seafood Restaurants, Inc." to "Landry's Restaurants, Inc.";
and

3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on April 25, 2001, as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting or any adjournment(s)
thereof. Only stockholders of record at the close of business on the Record
Date are entitled to notice of and to vote at the Annual Meeting. The stock
transfer books will not be closed. A list of stockholders entitled to vote at
the Annual Meeting will be available for examination during regular business
hours at the corporate office of the Company at 1510 West Loop South, Houston,
Texas 77027, for 10 days prior to the Annual Meeting.

You are cordially invited to attend the Annual Meeting. Whether or not you
expect to attend the Annual Meeting in person, however, you are urged to mark,
sign, date, and mail the enclosed form of proxy promptly so that your shares of
stock may be represented and voted in accordance with your wishes, even if you
cannot attend, and in order that the presence of a quorum may be assured at the
Annual Meeting. In the event you decide to attend the Annual Meeting, you may
revoke the proxy and vote your shares in person.

BY ORDER OF THE BOARD OF DIRECTORS
/s/ Steven L. Scheinthal
Steven L. Scheinthal, Secretary

DATED: May , 2001

LANDRY'S SEAFOOD RESTAURANTS, INC.
1510 West Loop South
Houston, Texas 77027

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PROXY STATEMENT

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We are mailing this Proxy Statement with the accompanying proxy card and
our Annual Report to Stockholders to you on or about May , 2001. The enclosed
proxy is solicited by the Board of Directors (the "Board") of Landry's Seafood
Restaurants, Inc. (the "Company") in connection with our Annual Meeting of
Stockholders to be held on June 5, 2001, and any adjournment of that meeting.
The Annual Meeting will be held at 11:00 a.m., local time, at Willie G's
Seafood and Steak House, 1605 Post Oak Boulevard, Houston, Texas.

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GENERAL INFORMATION ABOUT VOTING

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WHO CAN VOTE?

If you are a holder of our Common Stock according to our records at the
close of business on April 25, 2001 (the "Record Date" for the Annual
Meeting), you are entitled to vote at the Annual Meeting. On the Record Date,
we had 21,546,252 shares of Common Stock issued and outstanding, exclusive of
treasury shares. Each issued and outstanding share of Common Stock is entitled
to one vote on each matter to be voted on at the Annual Meeting and can be
voted only if the owner of record is present to vote or is represented by
proxy.

HOW ARE VOTES COUNTED?

The holders of a majority in interest of all stock issued, outstanding and
entitled to vote are required to be present in person or represented by proxy
at the Annual Meeting in order to constitute a quorum for the transaction of
business. Abstentions and broker non-votes are treated in the same manner as
shares present or represented at the Annual Meeting for purposes of
determining the existence of a quorum. (A "broker non-vote" occurs when a
registered broker holding a customer's shares in the name of the broker has
not received voting instructions on a matter from the customer and is barred
by stock exchange rules from exercising discretionary authority to vote on the
matter. The broker will indicate this on the proxy card.)

The total number of votes that are cast "for" a proposal will determine
whether the proposal is adopted. Abstentions are counted in determining the
total number of votes cast. Broker non-votes are not counted in determining
the number of votes cast.

The affirmative vote of a majority of the shares of Common Stock
represented at the Annual Meeting and entitled to vote is required to elect
Directors. In voting for the election of Directors, you may cast your vote in
favor or against, but you may not specify an abstention.

For purposes of amending our certificate of incorporation, we need to
receive the votes of a majority of our outstanding shares. Therefore, both
abstentions and broker non-votes have the same effect as a vote against the
proposal.

WHAT HAPPENS IF I VOTE BY PROXY?

If you sign, date and return the enclosed proxy card in time for the Annual
Meeting and do not subsequently revoke it, your shares will be voted in
accordance with your instructions as marked on the proxy card. If you sign,
date and return the proxy card but do not specify how your shares are to be
voted, then your shares will be

voted FOR the matters numbered (1) and (2) on the proxy card. We are not aware
of any matter to be considered at the Annual Meeting other than those referred
to in this Proxy Statement. If any other business should properly come before
the Annual Meeting, the persons named on the proxy card will vote according to
their best judgment.

CAN I REVOKE MY PROXY CARD INSTRUCTIONS?

You may revoke your proxy at any time before it is exercised by returning
to us another properly signed proxy card representing your shares and bearing
a later date, or by delivering a written revocation letter to Steven L.
Scheinthal, Secretary of the Company, or by attending the Annual Meeting in
person, notifying the Secretary, and voting by ballot at the Annual Meeting.
Mr. Scheinthal's mailing address is Landry's Seafood Restaurants, Inc., 1510
West Loop South, Houston, Texas 77027.

Any stockholder of record attending the Annual Meeting may vote in person
whether or not a proxy has been previously given, but the mere presence
(without notifying the Secretary) of a stockholder at the Annual Meeting will
not constitute revocation of a previously given proxy.

WHAT DO I NEED TO DO IF I PLAN TO ATTEND THE ANNUAL MEETING?

If you are a holder of record of shares of Common Stock and you plan to
attend the Annual Meeting, you need only bring a form of personal
identification with you in order to be admitted to the Annual Meeting. If you
are not a record holder of shares but hold our Common Stock through a bank or
broker, you will need proof of ownership to be admitted to the Annual Meeting.
A recent brokerage statement or letter from a bank or broker are examples of
proof of ownership. If you hold your shares through a broker or bank and want
to vote in person at the Annual Meeting, you will need to contact the
registered holder of your shares and obtain a proxy in your name from that
registered holder.

WHO PAYS THE EXPENSES OF THIS SOLICITATION?

We bear the cost of preparing, assembling and mailing the Notice, Proxy
Statement and proxy card for the Annual Meeting. In addition to such
solicitation and solicitation by use of the mails, our employees may solicit
proxies by personal interview, by telephone or by other means of
communication, without any additional compensation. We will also provide
persons, firms, banks and corporations holding shares in their names, or in
the names of their nominees, which in either case are beneficially owned by
others, with proxy materials for transmittal to the beneficial owners and we
will reimburse the record holders for their reasonable expenses in
transmitting those materials.

PROPOSAL I--ELECTION OF DIRECTORS

The Board of Directors has fixed the number of directors at five in
accordance with our By-laws. As of the date of this Proxy Statement, the Board
of Directors consists of five members each of which has consented to stand for
re-election. Each nominee will serve until the 2002 Annual Meeting of the
Company's stockholders or until his respective successor is duly elected and
qualified. A majority of shares present at the Annual Meeting is required to
be cast in favor of a nominee for the election of each of the nominees listed
below. At the Annual Meeting, the Common Stock represented by proxies, unless
otherwise specified, will be voted for the election of the five nominees
hereinafter named.

Although the Board of Directors does not contemplate that any of the
nominees will be unable to serve, if that situation arises prior to the Annual
Meeting, the persons named on the enclosed form of Proxy will vote for a
substitute nominee in accordance with their best judgment.

The following information is set forth with respect to the persons
nominated for election as a director.

Nominees for Election at the Annual Meeting

DIRECTOR TERM
NAME AGE SINCE EXPIRES
---- --- -------- -------

Tilman J. Fertitta (2)(3)(4)............................... 43 1993 2002
Steven L. Scheinthal (3)................................... 39 1993 2002
Paul S. West (3)........................................... 42 1994 2002
James E. Masucci (1)(2).................................... 68 1993 2002
Joe Max Taylor (1)(2)(4)................................... 68 1993 2002

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(1) Member of Audit Committee
(2) Member of Compensation and Stock Option Committee
(3) Member of Executive Committee
(4) Member of Nominating Committee

Mr. Fertitta has served as President and Chief Executive Officer of the
Company since 1987. In 1988, he became the controlling stockholder and assumed
full responsibility for all of the Company's operations. Prior to serving as
President and Chief Executive Officer of the Company, Mr. Fertitta devoted his
full time to the control and operation of a hospitality and development
company. Mr. Fertitta serves on the boards of the Houston Livestock Show and
Rodeo, Space Center Houston, the Children's Museum of Houston, The Greater
Houston Convention and Visitor's Bureau, the Crohn's and Colitis Foundation,
the Better Business Bureau of Houston and the Childress Foundation.

Mr. Scheinthal has served as Vice President of Administration, General
Counsel and Secretary to the Company since September 1992. He devotes a
substantial amount of time to lease and contract negotiations and is primarily
responsible for the Company's compliance with all federal, state and local
ordinances. Prior to joining the Company, he was a partner in the law firm of
Stumpf & Falgout in Houston, Texas. Mr. Scheinthal represented the Company for
approximately five years before joining the Company. He has been licensed to
practice law in the state of Texas since 1984.

Mr. West has served as Vice President of Finance and Chief Financial
Officer of the Company since June 1993. Prior to joining the Company, Mr. West
was a senior manager at Deloitte & Touche and a leader of their
Restaurant/Entertainment Advisors Group in Dallas, Texas. He was responsible
for numerous restaurant audits and performed the annual restaurant industry
operations survey and study on behalf of the National Restaurant Association
and many state restaurant associations. Mr. West had been engaged in public
accounting and auditing since 1981, and has been a certified public accountant
since 1983.

Mr. Masucci is self-employed as an advertising consultant. From 1956 until
June 1996 he was employed by Capital Cities/ABC ("ABC"). His last position
with ABC was as President and General Manager of KTRK-TV, an ABC-owned station
in Houston, Texas, a position he held from August 1990 to June 1996. Prior to
serving as President, Mr. Masucci served in various executive positions with
KTRK-TV and has served as Division Vice President and Vice President of the
Broadcast Division of ABC.

Mr. Taylor serves on the Board and Audit Committee of the Transitional
Learning Center of Galveston, Texas. He has served as a Director and Executive
Committee member of American National Insurance Company, a publicly traded
insurance company, for ten years and served on the Board of Directors of Moody
Gardens, a hospitality and entertainment complex located in Galveston, Texas.
Mr. Taylor recently retired as the chief law enforcement administrator for
Galveston County, Texas.

There were four meetings of the Board of Directors held during 2000. All of
the current Board members attended 75% or more of the meetings of the Board
and committees of the Board on which they were members.

The Board of Directors recommends that stockholders vote "FOR" each nominee
for the Board of Directors.

PROPOSAL II--CORPORATE NAME CHANGE

Stockholders are being asked to approve an amendment to our Certificate of
Incorporation, as amended, that will change the Company's corporate name to
"Landry's Restaurants, Inc." from "Landry's Seafood Restaurants, Inc." The
Board of Directors believes that due to the acquisition of Rainforest Cafe,
Inc., the corporate name "Landry's Restaurants, Inc." better reflects the
Company's broader business focus, which includes non-seafood restaurants. If
the amendment is approved, the Company will refer to itself officially as
Landry's Restaurants, Inc., rather than Landry's Seafood Restaurants, Inc. Our
ticker symbol on the New York Stock Exchange ("LNY") will not change.

To accomplish the name change, the Board of Directors proposes that Article
I of the Certificate of Incorporation be amended to read as follows:

"The name of the corporation is Landry's Restaurants, Inc. (the
"Corporation')."

It will not be necessary for stockholders to surrender their share
certificates upon approval of the proposed name change. Rather, when share
certificates are presented for transfer, new share certificates bearing the
name "Landry's Restaurants, Inc." will be issued.

If the amendment to the Company's Certificate of Incorporation is approved,
the corporate name change will become effective upon our filing of the
amendment with the Delaware Secretary of State, which filing will be made
promptly after the Annual Meeting.

The proposal to amend the Company's Certificate of Incorporation to change
the name of the Company to "Landry's Restaurants, Inc." will be adopted if a
majority of the shares entitled to vote at the Annual Meeting vote in favor of
the amendment.

The Board of Directors recommends that stockholders vote "FOR" this
proposal.

EXECUTIVE OFFICERS

In addition to Messrs. Fertitta, Scheinthal and West, for whom information
has been previously provided above, the following person is an executive
officer of the Company:

NAME AGE POSITION
---- --- --------

Richard E. Ervin................. 44 Vice President of Restaurant Operations

Mr. Ervin has served as Vice President of Restaurant Operations since 1991.
Prior to that time, he was the Vice President of Internal Controls and
Director of Beverage Operations. He has over 16 years of experience in high
volume, multi-unit food and beverage operations. His experience includes new
restaurant development and employee training programs.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has an Executive Committee, an Audit Committee, a Compensation
Committee, a Nominating Committee, a Building Committee, and a Stock Option
Committee. The Executive Committee has and may exercise all of the authority
of the Board of Directors with respect to the management of the Company's
business, except with respect to certain specified matters that by law, the
Certificate of Incorporation or the By-laws must be approved by the entire
Board of Directors. The Executive Committee met nine times during 2000. All
actions taken by the Executive Committee were subsequently ratified
unanimously by the Board of Directors. As more fully set forth in the Audit
Committee Charter attached hereto as Exhibit A, and in the section titled
"Audit Committee Matters," below, the Audit Committee is responsible for (i)
reviewing the scope of, and the fees for, the annual audit, (ii) reviewing
with the Company's independent accountants the corporate accounting practices
and policies and recommending to whom reports should be submitted within the
Company, (iii) reviewing with the independent accountants their final report,
(iv) meeting with internal and independent accountants during the year for
consulting purposes. The Audit Committee met on two occasions in 2000. See
"Audit Committee Matters--Audit Committee Report for the Year Ended December
31, 2000" set forth below. The Compensation Committee determines the
compensation of the officers of the Company and performs other similar
functions. The Compensation Committee met on one occasion in 2000. See
"Compensation Committee Report on Executive Compensation" set forth below. The
Stock Option Committee grants options under the Company's Stock Option Plans
and also determines whether additional options should be granted to deserving
key employees. The Stock Option Committee met on one occasion in 2000. The
Nominating Committee selects appropriate candidates to be recommended to the
full Board of Directors and the stockholders for election as directors and, in
accordance with the Audit Committee Charter, the Audit Committee members. The
Nominating Committee met once during 2000. The Building Committee reviewed the
contracts, plans, construction and progress of the Company's new office
location. The Building Committee met eight times in 2000.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of
the Common Stock to file with the Securities and Exchange Commission (the
"SEC") initial reports of ownership and reports of changes in ownership of
Common Stock. The Company believes, based solely on a review of the copies of
such reports furnished to the Company and written representations from the
Company's Directors and Executive Officers, all persons subject to the
reporting requirements of Section 16(a) filed all required reports on a timely
basis.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the Record Date, certain information
regarding the beneficial ownership of the Company's Common Stock by (a) each
person known to the Company to own beneficially more than five percent of the
outstanding shares of the Company's Common Stock, (b) each director of the
Company, (c) each executive officer named in the Summary Compensation Table
below, and (d) all executive officers and directors of the Company as a group.
Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares beneficially owned. The address of
each of Messrs. Fertitta, Scheinthal, West, Ervin, Masucci, Taylor, and of
Hospitality Entertainment, L.L.C. ("Hospitality") is 1510 West Loop South,
Houston, Texas 77027.

SHARES
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED
------------------------ -----------------
NUMBER PERCENT
--------- -------

Tilman J. Fertitta (1)...................................... 6,250,000 27.5%
Steven L. Scheinthal (2).................................... 173,834 *
Paul S. West (2)............................................ 192,434 *
James E. Masucci (2)........................................ 18,000 *
Joe Max Taylor (2).......................................... 10,000 *
Richard E. Ervin (2)........................................ 107,834 *
Hospitality Entertainment, L.L.C............................ 2,090,000 9.7%
Dimensional Fund Advisors Inc. (3).......................... 2,106,014 9.8%
Dalton, Greiner, Hartman, Maher & Co. (3)................... 1,529,660 7.1%
All executive officers and directors as a group (4) (6
persons)................................................... 6,752,102 29.2%

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* Less than 1%.
(1) Includes 1,150,000 shares subject to options which are exercisable within
60 days of the Record Date and 2,090,000 shares owned of record by
Hospitality. Mr. Fertitta has a 90% record ownership interest in
Hospitality (his wife owns the remaining 10%) and thus controls
Hospitality. Mr. Fertitta is deemed to share voting and dispositive power
with Hospitality with respect to such 2,090,000 shares.
(2) Includes 143,334, 143,334, 18,000, 10,000, and 100,834 shares subject to
options, respectively for the persons named in the above table, which are
exercisable within 60 days of the Record Date.
(3) The information set forth herein has been compiled from filings made with
the SEC on Schedules 13-G dated as of February 6 and February 5, 2001
respectively. In each case, the named entity possesses sole or shared
beneficial ownership of the shares listed.
(4) Includes 1,565,502 shares subject to options for all officers and
directors as a group which are, or will become, exercisable within 60 days
of the Record Date.

EXECUTIVE COMPENSATION

The following table sets forth in summary, compensation paid by the Company
and its subsidiaries for the year ended December 31, 2000 to executive
officers of the Company whose cash compensation exceeded $100,000:

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------- ----------------
SECURITIES
SALARY BONUS UNDERLYING
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) OPTIONS/SARs (#)
--------------------------- ---- ------- ------- ----------------

Tilman J. Fertitta, (2)(3)............... 2000 635,000 500,000 250,000
President and Chief Executive Officer 1999 585,000 315,000 0
1998 578,142 0 900,000
Steven L. Scheinthal, (2)................ 2000 210,000 185,000 50,000
Vice President of Administration,
Secretary 1999 188,461 115,000 0
and General Counsel 1998 182,788 0 200,000
Paul S. West, (2)........................ 2000 200,000 185,000 50,000
Vice President of Finance and Chief
Financial Officer 1999 180,000 115,000 0
1998 177,692 0 200,000
Richard E. Ervin, (2).................... 2000 150,000 125,000 37,500
Vice President of Restaurant Operations 1999 131,723 75,000 0
1998 117,981 0 125,000

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(1) Bonuses were paid in the year after date indicated in table to reflect
accomplishments in the year indicated.
(2) These executive officers received personal benefits in addition to salary.
However, the Company has concluded that the aggregate amount of such
personal benefits do not exceed the lesser of $50,000 or 10% of annual
salary and bonus reported for each such executive.
(3) Mr. Fertitta received expense reimbursements totaling $68,000 in 2000 and
$74,000 in 1999.

The following table provides details regarding stock options granted in
2000 to executive officers named in the Summary Compensation Table. In
addition, in accordance with SEC rules, the hypothetical gains are shown that
would exist for the respective options based on assumed rates of annual
compounded growth in the stock price of 5% and 10% from the date the options
were granted over the full option term. The actual value, if any, an executive
may realize will depend on the spread between the market price and the
exercise price on the date the options are exercised.

OPTION GRANTS IN THE LAST FISCAL YEAR

POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
PRICE APPRECIATION
FOR OPTION
INDIVIDUAL GRANTS TERM ($)(1)
---------------------------------------- -------------------
% OF
NO. OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED
OPTIONS TO ALL EXERCISE
GRANTED IN EMPLOYEES PRICE EXPIRATION
NAME 2000 IN 2000 ($/SH) DATE 5% 10%
---- ---------- --------- -------- ---------- --------- ---------

Tilman J. Fertitta...... 250,000 27.7% 7.00 4/7/10 1,100,000 2,790,000
Steven L. Scheinthal.... 50,000 5.0% 7.00 4/7/10 220,000 558,000
Paul S. West............ 50,000 5.0% 7.00 4/7/10 220,000 558,000
Richard E. Ervin........ 37,500 4.0% 7.00 4/7/10 165,000 418,500

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(1) Potential gains are net of the exercise price, but before taxes associated
with the exercise. These amounts represent certain assumed rates of
appreciation only, based on SEC rules. Actual gains, if any, on stock
option exercises are dependent on the future performance of the Company's
Common Stock, overall market conditions and the option holder's continued
employment through the vesting period. The amount reflected in this table
may not necessarily be achieved. Amount shown under the "Potential
Realizable Value" column have been calculated by multiplying the exercise
price by the annual appreciation rate shown (compounded for the term of
the options), subtracting the exercise price per share, and multiplying
the gain per share by the number of shares covered by the option.

The following table shows the number of shares acquired upon exercise of
stock options in 2000, the value realized and the number of shares covered by
both exercisable and unexercisable stock options held by executive officers
named in the Summary Compensation Table at December 31, 2000. Also reported
are the value for the "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock option and the
price of the Common Stock as of December 31, 2000.

AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTIONS AT END OF 2000 AT END OF 2000 ($)(1)
ON REALIZED ------------------------- -------------------------
NAME EXERCISE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------

Tilman J. Fertitta...... -- -- 850,000 300,000 -- $735,000
Steven L. Scheinthal.... -- -- 66,667 183,333 262,668 672,332
Paul S. West............ -- -- 66,667 183,333 262,668 672,332
Richard E. Ervin........ -- -- 51,667 120,833 189,568 438,582

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(1) The values were determined on the basis of the closing Common Stock price
of $9.94 on December 29, 2000 (the last trading day of the year), and
equals the aggregate amount by which the market value of the option shares
exceeded the exercise price of outstanding options.

COMPENSATION OF DIRECTORS

Directors of the Company who are not executive officers received Director's
fees of $26,000 for 2000, plus the expenses incurred by them on behalf of the
Company. Non-employee Directors also receive $1,000 for each Audit,
Compensation, and Stock Option Committee meeting, as well as other executive
committees, they attend. Each current non-employee director has received stock
options to acquire shares of Common Stock under the Company's Non-Qualified
Formula Stock Option Plan for Non-Employee Directors (the "Non-Employee
Director's Plan"). The Non-Employee Director's Plan provides for the granting
of non-qualified stock options to non-employee directors of the Company.
Pursuant to the Non-Employee Director's Plan, 80,000 shares of Common Stock
are reserved for issuance to eligible non-employee directors of the Company or
its subsidiaries. The Non-Employee Director's Plan is administered by the
President of the Company and requires that the purchase price under each
option must not be less than 100% of the fair market value (as defined in the
Non-Employee Director's Plan) of the Common Stock at the time of the grant of
the option. Full payment for shares purchased upon exercise of an option must
be made at the time of exercise and no shares may be issued until full payment
is made. Options granted pursuant to the Non-Employee Director's Plan
generally vest in five installments beginning no earlier than the first
anniversary of the date of grant, and the options expire ten years from the
grant date. The Non-Employee Director's Plan provides that an option agreement
may include a provision for permitting an optionee the right to deliver
previously owned shares of Common Stock in partial or full payment for shares
to be purchased upon exercise of an option. In 1995, the Director's Plan was
amended to provide that each non-employee director who received a grant of an
option on the date such person was elected a director would receive an
additional option in the amount of 2,000 shares each time such person was
elected for an additional term as a director. Pursuant to the Non-Employee
Director's Plan, each current non-employee director initially received an
option to purchase 10,000 shares of Common Stock at $6 per share and received
options to purchase an aggregate of 12,000 shares at any average price of
$16.56 upon their re-elections in 1995 through 2000. In October, 2000, all
non-employee independent directors received a one-time grant of additional
options to acquire 4,000 shares at a price of $7.00 per share. In 2000, in
connection with their positions as Director as well as their functions as
members of Committees of Non-Employee Independent Directors, Messrs. Masucci
and Taylor were paid $29,000 and $58,000 respectively.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

In August 1993, the Board of Directors established a Compensation Committee
to review and approve the compensation levels of members of management,
evaluate the performance of management, consider management succession and
consider any related matters for the Company. The Committee is charged with
reviewing with the Board of Directors in detail all aspects of compensation
for the executive officers of the Company.

The philosophy of the Company's compensation program is to employ, retain
and reward executives capable of leading the Company in achieving its business
objectives. These objectives include creating and preserving strong financial
performance, increasing the assets of the Company, positioning the Company's
assets and business operations in geographic markets and industry segments
offering long-term growth opportunities, enhancing stockholder value, and
ensuring the survival of the Company. The accomplishment of these objectives
is measured against conditions prevalent in the Industry within which the
Company operates. In recent years these conditions reflect a highly
competitive market environment and rapidly changing regional geographic and
overall industry market conditions.

The available forms of executive compensation include base salary, cash
bonus awards and stock options. Each component is intended to serve the
Compensation Committee's philosophy; however, performance of the Company is a
key consideration. The Company's compensation policy recognizes, however, that
stock price performance is only one measure of performance and, given industry
business conditions and the long term strategic direction and goals of the
Company, it may not necessarily be the best current measure of executive
performance. Therefore, the Company's compensation policy also gives
consideration to the Company's

achievement of specified business objectives when determining executive
officer compensation. An additional objective of the Compensation Committee
has been to reward executive officers with equity compensation in addition to
salary in keeping with the Company's overall compensation philosophy, which
attempts to place equity in the hands of its key employees in an effort to
further instill stockholder considerations and values in the actions of all
the key employees and executive officers.

In furtherance of the Company's compensation philosophy and goal of
employing, retaining and rewarding its executives who have demonstrated a
desire and ability to lead the Company in the pursuit of its business
objectives, the Company entered into Personal Service and Employment
Agreements with the CEO and with Steven L. Scheinthal, Paul S. West and
Richard E. Ervin (Messrs. Scheinthal, West and Ervin are collectively referred
to as the "Additional Executives"). The employment agreements, which are
discussed in more detail below, became effective as of January 1, 1998 and
established the framework for the initial base salary payable to the CEO and
each of the Additional Executives in 2000, established the number of options
available to the CEO and each of the Additional Executives, and further
provided for additional bonus awards under any bonus programs established by
the Company and/or, based upon merit and Company performance, from the
Compensation Committee. The employment agreements also provided for certain
additional executive benefits and perquisites to be provided to each of the
CEO and the Additional Executives.

The employment agreements established the initial salary payable in 1998
for the CEO and each of the Additional Executives. Each executive officer's
salary is thereafter reviewed at least annually and was reviewed in 2000. In
establishing the initial salary payable to the CEO and the Additional
Executives, the Compensation Committee considered a number of factors. The
factors included a review and evaluation of the compensation and salary levels
for similar level executives for other comparable companies in the industry,
the achievement of specified business objectives during the prior fiscal years
including progress made by the Company in increasing the number of
restaurants, improving revenues, income and operating cash flows and progress
made by the Company in product development and improvements in customer
satisfaction. Based upon such considerations, the Compensation Committee
determined the 2000 fiscal base salary levels to be fair and appropriate for
the CEO and Additional Executives.

Respectfully submitted,

COMPENSATION COMMITTEE

James E. Masucci
Joe Max Taylor

----------------

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee is or has been an officer or
employee of the Company or any of its subsidiaries. The members of the
Compensation Committee had no other relationships with the Company requiring
disclosure pursuant to Item 404 of SEC Regulation S-K. No executive officer of
the Company served as a member of the compensation committee (or other board
committee performing similar functions or, in the absence of any such
committee, the entire Board of Directors) of another corporation, one of whose
executive officers served on the Compensation Committee. No executive officer
of the Company served as a director of another corporation, one of whose
executive officers served on the Compensation Committee. No executive officer
of the Company served as a member of the Compensation Committee (or other
board committee performing equivalent functions or, in the absence of any such
committee, the entire Board of Directors) of another corporation, one of whose
executive officers served as a director of the Company.

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

The Company has entered into Personal Service and Employment Agreements
with the CEO and each of the Additional Executives which set forth the general
terms and conditions of their employment for the period commencing January 1,
1998 through December 31, 2002. Each of the executives has the right to
voluntarily terminate his employment upon 90 days' notice. Terms used herein
are defined in each Executive's specific contract.

Pursuant to the terms and provisions of the Personal Service and Employment
Agreement between the Company and Mr. Fertitta (the "CEO's Agreement"), Mr.
Fertitta has agreed to serve as President and Chief Executive Officer of the
Company through December 31, 2002, and is subject to automatic five-year
extensions. The CEO's Agreement provides that Mr. Fertitta will devote
substantially all of his time and attention to the business and affairs of the
Company and will receive, among other things, an annual base salary in an
amount not less than $585,000, annual cash bonuses and stock options in
amounts determined by the Compensation and Stock Option Committee. Mr.
Fertitta is also entitled to a split-dollar life insurance policy and certain
other benefits and perquisites, including use of a Company automobile and
other transportation facilities, certain memberships, and matching charitable
contributions. However, such split-dollar life insurance was not obtained for
Mr. Fertitta during 2000.

In the event Mr. Fertitta's employment is terminated as a result of his
death or disability (as defined in the CEO's Agreement), he, or his legal
representative, will be entitled to receive all compensation he would
otherwise have been entitled to receive throughout the remaining term of the
employment period as well as other death or disability benefits provided by
the Company. In addition, any stock options shall immediately vest. In the
event Mr. Fertitta's employment is terminated (i) by him other than for Good
Reason, or (ii) by the Company for Cause, Mr. Fertitta will receive all
accrued compensation and other amounts owed to him as of the date of
termination. In the event Mr. Fertitta's employment is terminated (i) by the
Company other than for Cause, (ii) by Mr. Fertitta for Good Reason or (iii)
after a Change in Control, Mr. Fertitta will be entitled to receive; (a) a
lump sum payment of $3,000,000 in consideration of his agreement not to
compete with the Company, (b) an amount equal to two years' base salary, (c)
an additional lump sum payment in lieu of the split-dollar life insurance
policy, and (d) a continuation of certain other employee benefits.

The provisions of the Personal Service and Employment Agreements of the
Additional Executives (the "Additional Executive Agreements") are
substantially similar, differing only with respect to the specific amounts or
value of certain items of compensation to which each Additional Executive is
entitled. Under the Additional Executive Agreements, the Additional Executives
will receive the following minimum annual base salaries: Mr. Scheinthal-
$185,000; Mr. West-$180,000; and Mr. Ervin-$120,000. Each Additional Executive
is entitled to cash bonuses, stock options, split-dollar life insurance,
matching charitable contributions and certain other benefits and perquisites
in addition to those made available to the Company's management generally.

In the event an Additional Executives' employment is terminated as a result
of his death or disability, he, or his legal representative, will receive his
base salary throughout the remainder of the term, as well as benefits provided
by the Company. In addition, any stock options that the Additional Executive
received will immediately vest. In the event an Additional Executive's
employment is terminated (i) by him other than for Good Reason or (ii) by the
Company for Cause, the Additional Executive shall only be entitled to receive
accrued compensation and unpaid expenses through his termination date. In the
event an Additional Executive's employment is terminated by the Company other
than for Cause, the Additional Executive shall be entitled to receive, his
base salary for a period of twelve months and maintenance of all insurance
benefits. In the event any Additional Executive's employment is terminated
following a Change in Control, the Additional Executive will: (i) receive a
lump sum payment in consideration of his agreement not to compete in the
following respective amounts: Mr. Scheinthal-$1,500,000; Mr. West-$1,500,000
and Mr. Ervin-$750,000, (ii) receive those benefits as he would have otherwise
been entitled to receive had he been terminated by the Company other than for
Cause, (iii) have all stock options not yet vested immediately vest, and (iv)
receive a continuation of certain other employee benefits.

PERFORMANCE GRAPH

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
Performance Graph and the previous Report of the Compensation Committee of
Landry's Seafood Restaurants, Inc. on Executive Compensation shall not be
incorporated by reference into any such filings.

The following line graph compares the Company's cumulative total
stockholder return with the cumulative total stockholder return of the Dow
Jones Global Index and the Dow Jones Restaurant Index for the period from
January 1, 1996 through December 31, 2000, assuming in each case an initial
investment of $100 on January 1, 1996:

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
LANDRY'S SEAFOOD RESTAURANTS, INC., DOW JONES GLOBAL INDEX
AND DOW JONES RESTAURANT INDEX

[Performance Graph]

01/01/96 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- --------

Dow Jones Global Index.. 100 120 159 201 239 215
Dow Jones Restaurant.... 100 101 104 156 153 143
Landry's Seafood
Restaurants, Inc....... 100 125 141 44 51 58

CERTAIN TRANSACTIONS

The policy of the Company is, to the extent practicable, to avoid
transactions (except those which are employment related) with officers,
directors, and affiliates. In any event, any such transactions will be entered
into on terms no less favorable to the Company than could be obtained from
third parties, and such transactions will be approved by a majority of the
disinterested directors of the Company.

Effective January 1, 1996, the Company entered into a Consulting Service
Agreement (the "Agreement") with Fertitta Hospitality, L.L.C. ("Fertitta
Hospitality"), which is jointly owned by the Chairman and Chief Executive
Officer of the Company and his wife. Pursuant to the Agreement, the Company
provides limited services to Fertitta Hospitality with respect to management
and operational matters, administrative, personnel and transportation matters.
The Company receives a fee of $2,500 per month under the Agreement plus the
reimbursement of all out-of-pocket expenses and such additional compensation
as may be agreed upon. The Agreement provides for a one-year term, which is
automatically renewed unless either party terminates the Agreement upon 30
days' written notice to the other party. The Consulting Services Agreement was
entered into between related parties and was not the result of arm's-length
negotiations. Accordingly, the terms of this transaction may have been more or
less favorable to the Company than might have been obtained from unaffiliated
third parties. The Company believes that the terms of the transaction were at
least as favorable to the Company as that which could have been obtained in
arm's-length transactions with an unaffiliated party.

During 2000, in connection with the Company's initial attempt to acquire
Rainforest Cafe and the concurrent bank syndicate loan approval and renewal
negotiation, the Company obtained a commitment and funding for an unsecured
bridge loan of $10.0 million from the Chairman and Chief Executive Officer of
the Company. The Company paid a commitment fee of $125,000 and interest of
$172,000 related to the bridge loan, which were lower than the amounts
requested by the Company's lead syndicate bank for such a facility. The loan
was fully repaid after the Company's initial merger agreement was terminated.

In 1998, the Company entered into an agreement with 610 Loop Venture, LLC,
a company wholly owned by the Chairman and Chief Executive Officer of the
Company, whereby, the Company would sell to 610 Loop Venture, a 4-acre
undeveloped land tract at a third-party appraised value of $5,400,000
(approximately $700,000 more than the original purchase price paid by the
Company), and 610 Loop Venture would construct a condominium hotel/office
project on the land. In 1999, the agreement was amended and the Company
entered into a ground lease agreement with 610 Loop Venture for approximately
one-third of the undeveloped tract. The ground lease is for a term of five
years with one option renewal period. Under the terms of the ground lease, 610
Loop Venture pays the Company base rent of $12,000 per month plus pro-rata
real property taxes and insurance. During 2000, at the request of the Company,
610 Loop Venture and the Company reached an agreement terminating the
condominium hotel/office project to permit the Company to build its own office
building. 610 Loop Venture has retained the option to purchase certain
property based upon an appraised value.

AUDIT COMMITTEE MATTERS

The Board has established an Audit Committee comprised entirely of
independent directors, as defined in the New York Stock Exchange Listed
Company Manual. Upon the recommendation of the Audit Committee and in
compliance with regulations of the New York Stock Exchange, the Board has
adopted an Audit Committee Charter setting forth the requirements for the
composition of the Audit Committee, the qualifications of its members, the
frequency of meetings (including the need for meetings in executive session)
and the responsibilities of the Audit Committee. The Audit Committee Charter
is set forth in Exhibit A to this proxy statement.

In addition, in accordance with regulations of the SEC, the Audit Committee
has issued the following report.

Audit Committee Report for the Year Ended December 31, 2000

To Our Stockholders:

Management has the primary responsibility for the financial statements and
the reporting process, including the system of internal controls. On behalf of
the Board of Directors, the Audit Committee monitors the Company's financial
reporting processes and systems of internal control, the independence and the
performance of the independent accountants, and the performance of the
internal auditors.

Management has represented to the Audit Committee that the Company's
consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the Audit Committee has reviewed and
discussed the consolidated financial statements with management and the
independent accountants. The Audit Committee has discussed with the
independent accountants their evaluation of the accounting principles,
practices and judgments applied by management, and the Committee has discussed
any items required to be communicated to it by the independent accountants in
accordance with standards established by the American Institute of Certified
Public Accountants.

The Audit Committee has received from the independent accountants a report
describing any relationships with the Company that may bear on their
independence and has discussed with the independent accountants the
accountants' independence from the Company and its management. The Committee
has reviewed the audit fees of the independent accountants. It has also
reviewed non-audit services and fees to assure compliance with the Company's
and the Committee's policies restricting the independent accountants from
performing services that might impair their independence.

The Audit Committee discussed with the Company's internal auditors and
independent accountants the overall scope of and plans for their respective
audits. The Committee has met with the internal auditors and the independent
accountants, separately and together, with and without management present, to
discuss the Company's financial reporting processes and internal controls. The
Committee has reviewed significant audit findings prepared by the independent
accountants and those prepared by the internal auditors, together with
management's responses.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors the inclusion of the audited
consolidated financial statements in the Company's Annual Report on Form 10-K
for the year ended December 31, 2000.

Respectively submitted,

AUDIT COMMITTEE

James E. Masucci
Joe Max Taylor

----------------

INDEPENDENT ACCOUNTANTS

For 2000, the Audit Committee considered whether the provision of non-audit
services by Arthur Andersen LLP ("Andersen") was compatible with maintaining
Andersen's independence and concluded that it was. Andersen has been the
independent accountant of the Company since 1992. A representative of Andersen
will be present at the Annual Meeting. The representative will be given an
opportunity to make a statement if he or she desires to do so.

Independent Accountants' Fees

Audit Fees

Aggregate fees, including out-of-pocket expenses, for professional services
rendered by the Company's auditors in connection with (i) the audit of the
Company's consolidated financial statements as of and for the year ended
December 31, 2000, and (ii) the limited reviews of the Company's unaudited
condensed consolidated interim financial statements as of March 31, 2000, June
30, 2000, and September 30, 2000 were $182,000.

Financial Information Systems Design and Implementation Fees

The Company did not incur any auditor fees for directly or indirectly
operating, or supervising the operation of, the Company's information system
or managing the Company's local area network or designing or implementing any
hardware or software system.

All Other Fees

In addition to the fees described above, aggregate fees, including out-of-
pocket expenses, of $568,000 were paid to the Company's auditors during the
year ended December 31, 2000, primarily for the following professional
services: tax-related services ($485,000); due diligence for acquisitions
($46,700); and other non-recurring audit services ($37,000).

STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal at the 2002 Annual
Meeting of Stockholders for inclusion in the Proxy Statement and form of proxy
relating to that meeting is advised that the proposal must be received by the
Company at its principal executive offices not later than January , 2002. The
Company will not be required to include in its proxy statement or form of
proxy a stockholder proposal which is received after that date or which
otherwise fails to meet requirements for stockholder proposals established by
regulations of the Securities and Exchange Commission.

OTHER MATTERS

The solicitation of proxies is made by and on behalf of the Board of
Directors. The cost of the solicitation will be borne by the Company, including
the reasonable expenses of brokerage firms or other nominees for forwarding
proxy materials to beneficial owners. In addition to solicitation by mail,
proxies may be solicited by telephone, telegraph or personally. Proxies may be
solicited by directors, officers and employees of the Company without
additional compensation.

If any other matters shall come before the Annual Meeting, the persons named
in the proxy, or their substitutes, will vote thereon in accordance with their
judgment. The Board of Directors does not know of any other matters which will
be presented for action at the Annual Meeting.

FORM 10-K

The Company will furnish without charge to each person whose proxy is being
solicited, upon request of any such person, a copy of the Annual Report of the
Company on Form 10-K for the fiscal year ended December 31, 2000 as filed with
the Securities and Exchange Commission, including the financial statements and
schedules thereto, but not the exhibits. Requests for copies of such report
should be directed to Steven L. Scheinthal, Secretary, Landry's Seafood
Restaurants, Inc., 1510 West Loop South, Houston, Texas 77027. Copies of any
exhibit to the Form 10-K will be forwarded upon receipt of a written request
therefore addressed to Mr. Scheinthal.

EACH STOCKHOLDER WHO DOES NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON
IS URGED TO EXECUTE THE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.

By Order of the Board of Directors,
/s/ Steven L. Scheinthal
Steven L. Scheinthal,
Secretary

May , 2001

EXHIBIT A

LANDRY'S SEAFOOD RESTAURANTS, INC.

AUDIT COMMITTEE CHARTER

The Audit Committee is appointed by the Board to assist the Board in
monitoring (1) the integrity of the financial statements of the Company, (2)
the compliance by the Company with legal and regulatory requirements and (3)
the independence and performance of the Company's internal and external
auditors.

The members of the Audit Committee shall meet the independence and
experience requirements of the New York Stock Exchange. The members of the
Audit Committee shall be appointed by the Board on the recommendation of the
Nominating Committee.

The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee
may request any officer or employee of the Company or the Company's outside
counsel or independent auditor to attend a meeting of the Committee or to meet
with any members of, or consultants to, the Committee.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.

2. Review the annual audited financial statements with management,
including major issues regarding accounting and auditing principles and
practices as well as the adequacy of internal controls that could
significantly affect the Company's financial statements.

3. Review an analysis prepared by management and the independent auditor
of significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements.

4. Review with management and the independent auditor the Company's
quarterly financial statements prior to the filing of its Form 10-Q.

5. Meet periodically with the management to review the Company's major
financial risk exposures and the steps management has taken to monitor
and control such exposures.

6. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor,
internal auditors or management.

7. Recommend to the board the appointment of the independent auditor,
which firm is ultimately accountable to the Audit Committee and the
Board.

8. Approve the fees to be paid to the independent auditor.

9. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if
so determined by the Audit Committee, recommend that the Board take
appropriate action to satisfy itself of the independence of the
auditor.

10. Evaluate together with the Board the performance of the independent
auditor, and if so determined by the Audit Committee, recommend that
the Board replace the independent auditor.

11. Review the appointment and replacement of the senior internal auditing
executive.

12. Review the significant reports to management prepared by the internal
auditing department and management's responses.

A-1

13. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.

14. Obtain from the independent auditor assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.

15. Obtain reports from management, the Company's senior internal auditing
executive and the independent auditor that the Company's subsidiaries
and affiliated entities are in conformity with applicable legal
requirements.

16. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.

17. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include:
a. Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.

b. Any changes required in the planned scope of the internal audit.

c. The internal audit department responsibilities, budget and staffing.

18. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.

19. Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations.

20. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators
or governmental agencies.

21. Meet at least annually with the chief financial officer, the senior
internal auditing executive and the independent auditor in separate
executive sessions.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
auditor. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditor or to assure compliance with the laws and regulations.

A-2

LANDRY'S SEAFOOD RESTAURANTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Tilman J. Fertitta, Steven L. Scheinthal and Paul S. West or any of them,
with power of substitution of each, are hereby authorized to represent the
undersigned at the Annual Meeting of Stockholders of Landry's Seafood
Restaurants, Inc., to be held at Willie G's Seafood and Steak House, 1605 Post
Oak Blvd., Houston, Texas, on June 5, 2001, at 11 a.m., local time, and any
adjournment or adjournments thereof, and to vote the number of shares which the
undersigned would be entitled to vote if personally present.

To vote in accordance with the Board of Directors' recommendations, just
sign the reverse side; no boxes need be checked.

(Continued and to be signed on reverse side)

PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON A POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
LANDRY'S SEAFOOD RESTAURANTS, INC.

June 5, 2001

Please Detach and Mail in the Envelope Provided

[X] Please mark your votes as in this example.

1. Election of FOR ALL WITHHOLD AUTHORITY TO VOTE
Directors NOMINEES FOR ALL NOMINEES LISTED BELOW
[ ] [ ]

Nominees: Tilman J. Fertitta
Steven L. Scheinthal
Paul S. West
James E. Masucci
Joe Max Taylor

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list above)

2. Corporate Name Change FOR AGAINST ABSTAIN
[__] [__] [__]

3. In their discretion, upon such other matters as properly come before the
meeting.

When properly executed, this proxy will be voted as designated hereon by
the undersigned. If no choice is specified, the proxy will be voted "FOR" the
election of all nominees for Director listed hereon, "FOR" the corporate name
change, and, according to the discretion of the proxy holders, on any other
matters that may properly come before the Annual Meeting or any and all
postponements or adjournments thereof.

PLEASE DO NOT FOLD OR MUTILATE THIS CARD

NOTE: Please sign exactly as your name appears on this card. On joint
accounts, each joint holder should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
person. If a partnership, please sign in partnership name by authorized person.

Please mark, sign, date and return this proxy card promptly using the
enclosed envelope.

SIGNATURE ___________________________________ DATE _______________, 2001