SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [x]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

LANDRY'S SEAFOOD RESTAURANTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

STEVEN L. SCHEINTHAL, ESQ.
- --------------------------------------------------------------------------------
(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(i)(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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Notes:

[LANDRY'S LOGO]

April 28, 1997

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders
which will be held on June 5, 1997, at 11:00 a.m., local time, at Willie G's
Restaurant, 1605 Post Oak Boulevard, Houston, Texas 77056.

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 six Directors to serve
terms of offices expiring at the 1998 Annual Meeting of Stockholders. 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,

Tilman J. Fertitta
Chairman of the Board,
President and Chief Executive Officer

LANDRY'S SEAFOOD RESTAURANTS, INC.
1400 POST OAK BLVD., SUITE 1010
HOUSTON, TEXAS 77056
___________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 5, 1997
___________________

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 Restaurant,
1605 Post Oak Boulevard, Houston, Texas 77056, on June 5, 1997, at 11:00 a.m.,
local time, for the following purposes:

1. To elect six directors to serve a term of office expiring at the 1998
Annual Meeting of Stockholders and until their successors shall have
been elected and qualified;

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on April 25, 1997,
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at such 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 1400 Post Oak Blvd., Suite 1010, Houston,
Texas 77056, for 10 days prior to the Annual Meeting.

You are cordially invited to attend the meeting. WHETHER OR NOT YOU EXPECT
TO ATTEND THE 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 MEETING. IN
THE EVENT A STOCKHOLDER DECIDES TO ATTEND THE MEETING, HE OR SHE MAY, IF SO
DESIRED, REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.

BY ORDER OF THE BOARD OF DIRECTORS

Steven L. Scheinthal, Secretary
DATED: April 28, 1997

LANDRY'S SEAFOOD RESTAURANTS, INC.
1400 POST OAK BLVD., SUITE 1010
HOUSTON, TEXAS 77056
___________________

PROXY STATEMENT
___________________

This Proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of the Company for use at the Annual
Meeting of Stockholders (the "Meeting") of Landry's Seafood Restaurants, Inc., a
Delaware corporation (the "Company"), to be held on June 5, 1997, at 11:00 a.m.,
local time, at Willie G's Restaurant, 1605 Post Oak Boulevard, Houston, Texas
77056, and any adjournment or adjournments thereof. The Notice of Annual
Meeting, this statement and the accompanying proxy, together with the Company's
Annual Report to Stockholders for the year ended December 31, 1996, are first
being sent to stockholders on or about April 28, 1997.

The close of business on April 25, 1997, has been fixed as the Record Date
for the determination of stockholders entitled to notice of and to vote at the
Meeting. On that date, the Company had outstanding 25,322,000 shares of Common
Stock, $.01 par value ("Common Stock"), each of which will be entitled to one
vote.

The cost of soliciting proxies will be borne by the Company. Copies of
solicitation material may be furnished to brokers, custodians, nominees and
other fiduciaries for forwarding to beneficial owners of Common Stock, and
normal handling charges may be paid for such forwarding service. Solicitation
of proxies may be made by mail, personal interview, telephone and facsimile by
officers and other management employees of the Company, who will receive no
additional compensation for their services.

A majority of the outstanding shares of Common Stock, represented in person
or by proxy will constitute a quorum at the Meeting. The election of directors
will be determined by a plurality of the votes cast if a quorum is present and
voting. The Board of Directors does not anticipate calling for a vote on any
matter other than as described above.

Abstentions and broker non-votes are each included in the determination of
the number of shares present and voting for purposes of determining the presence
of a quorum. Each is tabulated separately. A proxy submitted by a stockholder
may indicate that all or a portion of the shares represented by such proxy are
not being voted by such stockholder with respect to a particular matter. This
may occur, for example, when a broker is not permitted to vote stock held in
street name on certain matters in the absence of instructions from the
beneficial owner of the stock. The shares subject to any such proxy which are
not being voted with respect to a particular matter (the "Non-Voted Shares")
will be treated as shares not present and entitled to vote on such matter,
although such shares may be considered present and entitled to vote for other
purposes and will count for purposes of determining the presence of a quorum.
Shares voted to abstain as to a particular matter will not be considered Non-
Voted Shares. Thus, since the election of directors requires a plurality of the
shares of Common Stock present in person or by proxy at the Meeting and entitled
to vote on such matter, Non-Voted Shares and abstentions will not affect the
outcome of the election of directors.

PROPOSAL I - ELECTION OF DIRECTORS

The number of directors has been fixed by the Board of Directors at
six, pursuant to the By-laws of the Company. The Board of Directors currently
consists of six members each of which is standing for re-election. At the
meeting, the Common Stock represented by proxies, unless otherwise specified,
will be voted for the election of the six nominees hereinafter named. Each
nominee will serve until the 1998 Annual Meeting of the Company's stockholders
or until their respective successors are duly elected and qualified. A
plurality of shares present at the Meeting cast in favor of a nominee is
required for the election of each of the nominees listed below. Each of the
nominees is currently a director of the Company.

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

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/(1)(3)/... 39 1993 1997
E.A. "Al" Jaksa, Jr./(3)/.... 49 1993 1997
Steven L. Scheinthal/(3)/.... 35 1993 1997
Paul S. West/(3)/............ 38 1994 1997
James E. Masucci/(1)(2)(4)/.. 64 1993 1997
Joe Max Taylor/(1)(2)(4)/.... 64 1993 1997

_________________
/(1)/ Member of Audit Committee
/(2)/ Member of Compensation Committee
/(3)/ Member of Executive Committee
/(4)/ Member of Stock Option 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 is a director of the Mobil Cotton Bowl, an advisory director of the
Houston Rockets National Basketball Association team and serves on the boards of
the Houston Livestock Show and Rodeo, Crohn's and Colitis Foundation, the Better
Business Bureau of Houston, and the Childress Foundation.

MR. JAKSA has served as the Executive Vice President and Chief Operating
Officer of the Company since 1988. His primary responsibilities are new site
selection, lease negotiations, and restaurant construction and development.
Before joining the Company, Mr. Jaksa served as President of Richmark Bancshares
in Houston, Texas for five years. Mr. Jaksa is a licensed real estate broker in
Texas and has owned and operated his own real estate firm and construction
company.

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-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 consulting engagements 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 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 owned station of ABC 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 is a director and member of the Executive Committee of American
National Insurance Company, a publicly traded insurance company. He also serves
on the Board and Audit Committee of the Transitional Learning Center of
Galveston and is President and a member of the Executive Committee of Moody
Gardens, Inc., which operates a public resort and entertainment facility in
Galveston, Texas. Mr. Taylor is also the chief law enforcement administrator
for Galveston County, Texas and serves on the Galveston County Pre-Trial Board
as well as the Board of Directors of Harbourview Care Center.

There were five meetings of the Board of Directors held during the 12
months ended December 31, 1996. All of the 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.

EXECUTIVE OFFICERS

In addition to Messrs. Fertitta, Jaksa, Scheinthal and West, for which
information is provided above, the following persons are executive officers of
the Company:

NAME AGE POSITION
- ------------------ --- ---------------------------------------
Richard E. Ervin.. 41 Vice President of Restaurant Operations
Sarah A. Veach.... 37 Controller 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 15 years of experience in high volume,
multi-unit food and beverage operations. His experience includes new restaurant
development and employee training programs.

Ms. Veach has served as Controller of Restaurant Operations since
January 1990. Prior to joining the Company in 1989 as an accountant, she worked
as controller for American General Investment Corp. and as a tax associate for
the accounting firm of Coopers & Lybrand L.L.P.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has an Executive Committee, an Audit Committee, a
Compensation 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 By-laws must
be approved by the entire Board of Directors. The Executive Committee met at
least ten times during 1996. All actions taken by the Executive Committee were
ratified unanimously by the full Board of Directors. The Audit Committee is
responsible for (i) reviewing the scope of, and the fees for, the annual audit,
(ii) reviewing with the 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 consultation purposes, and (v) being available to the independent
accountants during the year for consultation purposes. The Audit Committee met
on one occasion in 1996. The Compensation Committee determines the compensation
of the officers of the Company and performs other similar functions. The
Compensation Committee met on three occasions in 1996. 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 three occasions in 1996. The
Company does not have a nominating committee.

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 or had any relationship
requiring disclosure pursuant to Item 404 of the 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.

COMPENSATION OF DIRECTORS

Directors of the Company who are not executive officers receive
Director's fees of $18,000 per year, plus the expenses incurred by them on
behalf of the Company. Each non-employee director has received stock options to
acquire 14,000 shares of Common Stock under the Company's currently existing
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 nonqualified 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. Pursuant to the Non-Employee Director's Plan, each non-employee
director initially received an option to purchase 10,000 shares of Common Stock
at $6 per share and received an option to purchase 2,000 shares at $19.13 per
share upon their re-election in 1995 and an option to purchase 2,000 shares at
$24.63 per share upon their re-election in 1996. 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 re-
elected for an additional term as a director.

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
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, that no other
reports were required and that during the preceding fiscal year all of the
Company's directors, officers and holders of more than 10% of its Common Stock
complied with all Section 16(a) filing requirements.

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, Jaksa, Scheinthal, West, Ervin, Masucci and Taylor is
1400 Post Oak Blvd., Suite 1010, Houston, Texas 77056.

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

Tilman J. Fertitta/(1)/.................. 4,130,000 16.1%
E. A. Jaksa, Jr/(1)/..................... 193,334 *
Steven L. Scheinthal/(1)/................ 100,580 *
Paul S. West/(1)/........................ 76,750 *
James E. Masucci/(1)/.................... 7,200 *
Joe Max Taylor........................... 3,200 *
Richard E. Ervin/(1)/.................... 46,667 *
Putnam Investments, Inc./(2)/............ 3,010,410 11.9%
FMR Corp./(3)/........................... 3,140,600 12.45%
Pilgrim Baxter & Associates, Ltd./(4)/... 2,502,722 9.9%
All officers and directors as a group/(1)/.. 4,559,731 17.8%
(8 persons)

__________________________
* Less than 1%.
/(1)/ Includes 450,000, 153,334, 83,334, 37,000, 7,200, 1,200, and 46,667 shares
subject to options respectively for the persons named in the above table
and 778,735 for all officers and directors as a group which are, or
become, exercisable within 60 days of the Record Date.

/(2)/ The Company has been informed by Putnam Investments, Inc. ("Putnam") that
certain Putnam investment managers are considered "beneficial owners" in
the aggregate of 3,010,410 shares, or 11.9%, of the Company's Common
Stock. Such shares were acquired for investment purposes by such
investment managers for certain of their advisory clients. The information
set forth in this table has been provided to the Company by Putnam as
reported on its Schedule 13G filed with the SEC. Putnam's address is One
Post Office Square, 10th Floor, Boston, Massachusetts 02109.

/(3)/ Based on a Schedule 13G filed in February 1997, FMR Corp. ("FMR") is
considered beneficial owner in the aggregate of the shares listed in the
table or 12.45% of the Company's Common Stock, although no Common Stock is
held directly by FMR. FMR's address is 82 Devonshire Street, Boston,
Massachusetts 02109.

/(4)/ Based on a Schedule 13G filed in February 1997, Pilgrim Baxter &
Associates Ltd. ("PBA"), is considered the beneficiary owner in the
aggregate of the shares listed in the table. PBA's address is 1255
Drummers Lane, Suite 300, Wayne, Pennsylvania 19085.

EXECUTIVE COMPENSATION

The following table sets forth in summary, compensation paid by the
Company and its subsidiaries for the year ended December 31, 1996 to executive
officers of the Company whose cash compensation exceeded $100,000:

SUMMARY COMPENSATION TABLE

----------------------------------------------------------------------------------
Long Term
Compensation
Annual Compensation Awards
- ----------------------------------------------------------------------------------
Salary Bonus Securities Underlying
Name and Principal Position Year ($) ($) Options/SARs
(#)/(2)/
- ----------------------------------------------------------------------------------

Tilman J. Fertitta/(1)/ 1996 465,000 200,000 150,000
President and Chief 1995 461,540 -0- 600,000
Executive Officer 1994 448,084 100,000 -0-
- ----------------------------------------------------------------------------------
E. A. "Al" Jaksa,Jr/(1)/. 1996 225,000 125,000 100,000
Executive Vice President 1995 169,231 -0- 120,000
and Chief Operating Officer 1994 148,077 100,000 150,000
- ----------------------------------------------------------------------------------
Steven L. Scheinthal/(1)/ 1996 129,000 100,000 100,000
Vice President, Secretary 1995 126,693 -0- 60,000
and General Counsel 1994 118,694 50,000 40,000
- ----------------------------------------------------------------------------------
Paul S. West/(1)/ 1996 120,000 10,000 100,000
Vice President-Finance and 1995 117,694 -0- 60,000
Chief Financial Officer 1994 108,851 50,000 30,000
- ----------------------------------------------------------------------------------
Richard E. Ervin/(1)/ 1996 90,000 50,000 50,000
Vice President of Restaurant 1995 92,493 25,000 30,000
Operations 1994 78,463 35,000 10,000
- ----------------------------------------------------------------------------------

__________________________

/(1)/ These executive officers receive 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.
/(2)/ Reflects a 2-for-1 stock split in the form of a dividend in June 1995.

The following table provides details regarding stock options granted in 1996
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/SAR GRANTS IN LAST FISCAL YEAR

-----------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term /(2)/
- -----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)

No. of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees or Expira-
Granted in Fiscal Base Price tion
Name/(1)/ (#) Year ($/Sh) Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------

Tilman J. Fertitta 150,000 18% 14.00 1-31-06 162,889 495,169
- -----------------------------------------------------------------------------------------------------
E. A. "Al" Jaksa, Jr. 100,000 12% 14.00 1-31-06 108,593 330,113
- -----------------------------------------------------------------------------------------------------
Steven L. Scheinthal 100,000 12% 14.00 1-31-06 108,593 330,113
- -----------------------------------------------------------------------------------------------------
Paul S. West/ (1)/ 100,000 12% 14.00 1-31-06 108,593 330,113
- -----------------------------------------------------------------------------------------------------
Richard E. Ervin/ (1)/ 50,000 6% 14.00 1-31-06 54,296 165,056
- -----------------------------------------------------------------------------------------------------

__________________________

/(1)/ Stock options issued in 1996 to executive officers were issued under the
1995 Flexible Incentive Plan.
/(2)/ Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent certain assumed rates of
appreciation only, based on the SEC's rules and are not intended to
forecast future price appreciation of the Common Stock of the Company. The
gains reflect a future value based upon growth at these prescribed rates.
The Company is not aware of any formula which will determine with
reasonable accuracy a present value based on future unknown or volatile
factors. Actual gains, if any, on the exercise of stock options are
dependent on the future performance of the Common Stock, overall market
conditions, and the option holders' continued employment through the
vesting period. The amounts reflected in this table may not necessarily be
achieved.

The following table shows 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, 1996. 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, 1996.

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

------------------------------------------------------------------------------------------------------
Value of unexercised
Number of unexercised in-the-money options
options at fiscal year end at fiscal year end ($)/(1)/
- -------------------------------------------------------------------------------------------------------
Shares Value
Acquired Realized
Name on Exercise ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------

Tilman J. Fertitta -- -- 200,000 550,000 925,000 2,956,250
- ------------------------------------------------------------------------------------------------------
E.A. "Al" Jaksa, Jr. 65,000 573,750 27,500 327,500 230,313 2,902,813
- ------------------------------------------------------------------------------------------------------
Steven L. Scheinthal 31,250 300,625 12,500 205,000 104,688 1,869,376
- ------------------------------------------------------------------------------------------------------
Paul S. West 35,250 174,625 --- 185,500 -- 1,622,063
- ------------------------------------------------------------------------------------------------------
Richard E. Ervin 10,000 88,000 10,000 100,000 83,750 969,500
- ------------------------------------------------------------------------------------------------------

__________________________

(1) The values were determined on the basis of the closing Common Stock price
of $21.375 on December 31, 1996, and equals the aggregate amount by which
the market value of the option shares exceeded the exercise price of
outstanding options.

EMPLOYMENT AGREEMENT

The Company and Tilman J. Fertitta are parties to an Employment Agreement
(the "Employment Agreement") pursuant to which Mr. Fertitta has agreed to serve
as President and Chief Executive Officer of the Company to December 31, 1999,
and is subject to automatic three-year extensions. The Employment 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 the amount of, no less than $525,000,
annual cash bonuses in amounts determined by the Board of Directors, and the
inclusion of Mr. Fertitta in all plans and programs of the Company made
available to the Company's executives and other salaried employees generally,
including group life insurance, accidental death and dismemberment insurance,
hospitalization, long-term disability, vacations and holidays. Mr. Fertitta
will also be entitled to life insurance and certain other benefits and
perquisites in addition to those made available to the Company's management
generally, including use of a Company automobile and other travel facilities,
and certain club memberships.

In the event Mr. Fertitta's employment is terminated as a result of his
death or disability (as defined in the Employment Agreement), he, or his legal
representative, will receive, among other

payments, all amounts owed under his Employment Agreement as of the date of his
death or disability. In the event Mr. Fertitta's employment is terminated (i)
by him other than for Good Reason (as defined in the Employment Agreement) or
(ii) by the Company for Cause (as defined in the Employment Agreement), Mr.
Fertitta will receive all amounts owed to him under his Employment Agreement as
of the date of termination. In the event Mr. Fertitta's employment is
terminated (i) by the Company other than for Cause or (ii) by Mr. Fertitta for
Good Reason (including the Company's failure to perform certain material
obligations under the Employment Agreement, material reduction in Mr. Fertitta's
responsibilities, and Change of Control, as defined in the Employment
Agreement), Mr. Fertitta will receive a lump sum payment equal to the full
amount payable under the Employment Agreement. The Employment Agreement
provides that during the period ending two years after the expiration of its
term, Mr. Fertitta will not compete with the Company in the seafood restaurant
business.

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. 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
employees in an effort to further instill stockholder considerations and values
in the actions of all the employees and executive officers.

Compensation paid to executive officers is based upon a Company-wide salary
structure consistent for each position relative to its authority and
responsibility compared to industry peers. Stock option awards in fiscal 1996
were used to reward and retain executive officers through the potential of
capital gains and equity buildup in the Company. The number of stock options
granted is determined by the subjective evaluation of the executive's ability to
influence the Company's long term growth and

profitability. The Board of Directors believes the award of options represents
an effective incentive to create value for the stockholders.

The Compensation Committee considered a number of factors in approving the
CEO's compensation for 1996. In addition to stock price performance, the
factors considered by the Compensation Committee included an evaluation of CEO
compensation levels for other comparable companies in the industry, the
achievement of specified business objectives during the prior fiscal year,
including increasing the number of Company restaurants, improving revenues,
income and operating cash flow, and that he capably managed the Company's growth
as a publicly held company, while at the same time completed a major acquisition
which significantly increased the Company's restaurants, opened up new markets
and added a new concept for seafood restaurants. Based on these considerations,
a fiscal 1996 salary level of $665,000 was judged by the Compensation Committee
to be fair and appropriate for the most senior executive officer of the Company
taking into account the level of salary compensation paid to other officers of
the Company and in comparison to the CEO's industry peers. During fiscal 1996,
the Company's revenues and operating cash flows increased significantly. In
addition, the Company's stock price increased from the initial public offering
price of $6 per share in August 1993 to $21.375 per share as of December 31,
1996, an increase of 256%.

COMPENSATION COMMITTEE

James E. Masucci
Joe Max Taylor

Nothwithstanding 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
incorprated by reference into any such filings.

PERFORMANCE GRAPH

The following line graph compares the Company's cumulative total
stockholder return with the cumulataive total stockholder return of the Dow
Jones Equity Market Index and the Dow Jones Restaurant Index since the Company's
initial public offering on August 18, 1993, assuming in each case an initial
investment of $100 on August 18, 1993.

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
LANDRY'S SEAFOOD RESTAURANTS INC., DOW JONES EQUITY
MARKET INDEX, AND DOW JONES RESTAURANT INDEX

[GRAPH APPEARS HERE]

---------------------------------------------------------------------
08/18/93 12/31/93 12/31/94 12/31/95 12/31/96
---------------------------------------------------------------------
Dow Jones Equity 100 102 100 134 162
---------------------------------------------------------------------
Dow Jones 100 104 98 139 141
Restaurant
---------------------------------------------------------------------
Landry's Seafood 100 200 236 284 356
Restaurants, Inc.
---------------------------------------------------------------------

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.

The Company was incorporated in June 1993 to acquire all of the equity
interest of certain corporate and partnership entities (the "Predecessor
Subsidiaries"). Prior to the reorganization, Mr. Fertitta owned 100% of the
aggregate outstanding common stock and/or partnership interests, as applicable,
of the Predecessor Subsidiaries. Under the terms of the reorganization, Mr.
Fertitta exchanged his interest in the Predecessor Subsidiaries for 8,400,000
shares of Common Stock, 1,400,000 of which were sold pursuant to the initial
public offering. Mr. Fertitta sold 900,000 shares of Common Stock pursuant to
an additional public offering in 1996.

At various times, Mr. Fertitta has personally guaranteed a portion of
the Company's borrowings. Mr. Fertitta has also guaranteed the obligations of
the Company under certain of the Company's leases.

Effective January 1, 1996, the Company entered into a Consulting
Service Agreement (the "Agreement") with Fertitta Hospitality, LLC ("Fertitta
Hospitality"), which is jointly owned by Mr. Fertitta and his wife and in which
certain of the Company's officers and directors serve as officers. Pursuant to
the Agreement, the Company provides limited consulting services to Fertitta
Hospitality with respect to management and operational matters, administrative
and personnel matters, and matters relating to construction and renovation of
hotel projects which may be operated by Fertitta Hospitality. The Company
receives a consulting 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.

On or about January 4, 1996, Fertitta Hospitality acquired certain
properties in Galveston, Texas in connection with the acquisition of a major
resort area. A portion of the property acquired by Fertitta Hospitality
contained a leased restaurant site upon which a Landry's Seafood Restaurant was
located and upon which the terms of the lease relating to that restaurant had
been negotiated in 1993 at arm's-length between Landry's and the previous
unaffiliated third party owner/lessor. Upon the acquisition by Fertitta
Hospitality, Landry's continued to pay such rent. During 1996, the rent charges
were approximately $289,000. The rent was approved in 1993 by the Board at the
time of the original lease with the unaffiliated third party.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The Company's independent public accountants for the fiscal year ended
December 31, 1996, were, and for the fiscal year ending December 31, 1997, will
be the firm of Arthur Andersen LLP. It is expected that one or more
representatives of such firm will attend the Annual Meeting. Such representa-

tives will be given an opportunity to make statements at the Annual Meeting, if
they so desire, and are expected to be available to respond to appropriate
questions.

STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal at the 1998 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 December 28, 1997.
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 the enclosed proxy is executed and returned, the shares represented
thereby will be voted in accordance with any specifications made by the
stockholder. In the absence of any such specification, they will be voted to
elect the directors as set forth under "Election of Directors" above and in
favor of Proposal II.

The presence of a stockholder at the meeting will not operate to
revoke his/her proxy. A proxy may be revoked at any time insofar as it has not
been exercised by giving written notice to the Company or by voting in person at
the meeting.

If any other matters shall come before the 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 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, 1996 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., 1400 POST OAK BOULEVARD, SUITE 1010, HOUSTON, TEXAS 77056.
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,

Steven L. Scheinthal
Secretary

April 28, 1997

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

Tilman J. Fertitta, E.A. Jaksa, Jr., Paul S. West and Steven L. Scheinthal 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 Restaurant, 1605 Post Oak
Boulevard Houston, Texas 77056, on June 5, 1997 at 11:00 a.m.; and any
adjournment 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)

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

FOR WITHHELD NOMINEES: Tilman J. Fertitta
1. ELECTION [ ] [ ] E.A. "Al" Jaksa, Jr.
OF Steven L. Scheinthal
DIRECTORS Paul S. West
For all nominees except as noted below: James E. Masucci
Joe Max Taylor

[ ]______________________________

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

PLEASE DO NOT FOLD OR MUTILATE THIS CARD

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO CONTRARY
INSTRUCTION IS GIVEN, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES.
ON ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING, THE PROXY WILL BE VOTED
IN DISCRETION OF THE ABOVE-NAMED PERSON.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

PLEASE SIGN EXACTLY AS NAME APPEARS TO THE LEFT.

SIGNATURE___________________________ DATE___________________________

SIGNATURE___________________________ DATE___________________________
SIGNATURE IF HELD JOINTLY

NOTE: Please sign exactly as name appears. Joint owners should each sign.
Executor, Administrator or Guardian, please give full title as such. If owner
is a corporation, please sign with the full corporation name by duly authorized
officer or officers.