Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

The aggregate market value of the shares of Common Stock of the registrant held by nonaffiliates of the registrant as of November 14, 2002, was approximately $84,847,000 (based upon the assumption that directors and executive officers are the only affiliates).

The aggregate market value of the shares of Common Stock of the registrant held by nonaffiliates of the registrant as of February 13, 2002, was approximately $128,279,000 (based upon the assumption that directors and executive officers are the only affiliates).

As of November 14, 2002, there were 22,448,574 shares of the registrant's Common Stock outstanding, which does not include 4,954,493 treasury shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following document are incorporated by reference into the designated parts of this Form 10-K:

Luby's, Inc. was restructured into a holding company on February 1, 1997, at which time all of the operating assets were transferred to Luby's Restaurants Limited Partnership, a Texas limited partnership composed of two wholly owned, indirect corporate subsidiaries of the Company.  All restaurant operations are conducted by the partnership.  Unless the context indicates otherwise, the word "Company" as used herein includes the partnership and the consolidated corporate subsidiaries of Luby's, Inc.  

As of November 14, 2002, the Company operated 193 restaurants under the name "Luby's."  These establishments are located in close proximity to retail centers, business developments, and residential areas throughout ten states (listed below under Item 2).  Of the 193 restaurants, 124 are at locations owned by the Company and 69 are on leased premises.  Additionally, one of the restaurants primarily serves seafood, 26 are all-you-can-eat concepts, and 166 are traditional cafeterias.

The Company's restaurants constructed prior to 1999 typically contain 9,000 to 10,500 square feet of floor space and can seat 250 to 300 guests simultaneously.  In more recent years, the Company built several more-contemporary units.  They contain 6,000 to 8,600 square feet of floor space and can seat 170 to 214 guests simultaneously.  

The Company's marketing research has shown that its products appeal to a broad range of value-oriented consumers with particular success among families with children, seniors, shoppers, travelers, and business people looking for a quick, homestyle meal at a reasonable price.  During fiscal 2002, the Company spent approximately .2% of sales on traditional marketing venues, including newsprint, radio, point-of-purchase, and local-store marketing.  The Company also invested approximately $600,000 in distinct store marquees at 72 of its restaurants, which enhance customer awareness of specific store promotions.

Luby's restaurants are generally open for lunch and dinner seven days a week.  Breakfast has been tested successfully in several markets; however, it is too early to predict if it will ultimately be rolled out Company-wide or, if so, when that might occur.  All of the restaurants sell take-out orders, and many of them have separate food-to-go entrances.  Take-out orders accounted for approximately 12.8% of sales in fiscal 2002.  

Each restaurant is operated as a separate unit under the control of a general manager who has responsibility for day-to-day operations, including food production and personnel employment and supervision.   The Company's philosophy is to grant broad authority to its restaurant managers and compensate them on the basis of their performance, believing these are significant factors in restaurant profitability.  Of the 193 general managers employed by the Company, 135 have been employed for more than ten years.  Typically, an individual is employed for a period of four to seven years before he or she is considered qualified to become a general manager.  

The Company operates from a centralized purchasing arrangement to obtain the economies of bulk purchasing and lower prices for most of its food products.  The arrangement involves a competitively selected prime vendor for each of its three major purchasing regions.

Each restaurant prepares virtually all of the food served, including breads and pastries.  Menus are reviewed periodically by a committee of managers and chefs.  The committee introduces newly developed recipes to ensure offerings are varied and that seasonal food preferences are incorporated.

Quality control teams also help to maintain uniform standards of food preparation.  The teams visit each restaurant as necessary and work with the staff to check adherence to Company recipes, train personnel in new techniques, and implement systems and procedures used universally throughout the Company.

During the fiscal year ended August 28, 2002, the Company closed 18 underperforming units and reopened one unit as a new seafood restaurant.  Since August 28, 2002, the Company has closed four underperforming restaurants and reopened one previously closed cafeteria as a steak buffet.  Additionally, in fiscal 2003, the Company plans to close additional units and reopen three restaurants as other concepts.  In addition to changing the concepts in some locations based upon their surrounding demographics, the Company believes one of its primary opportunities for growth centers around improving same-store sales growth at existing locations.

As of year-end, the Company had a workforce of approximately 11,000, consisting of 10,200 nonmanagement restaurant workers; 600 restaurant managers, associate managers, and assistant managers; and 200 clerical, administrative, and executive employees.  Employee relations are considered to be good.  The Company has never had a strike or work stoppage and is not subject to collective bargaining agreements.

The Company is not the sole user of the name Luby's in the cafeteria business.  A cafeteria using the name Luby's is being operated in Texas by an unaffiliated company.  The Company's legal counsel is of the opinion that the Company has the paramount right to use the name Luby's as a service mark in the United States and that the other user can be precluded from expanding its use of the name as a service mark.  

The Company's facilities and food products are subject to state and local health and sanitation laws.  In addition, the Company's operations are subject to federal, state, and local regulations with respect to environmental and safety matters, including regulations concerning air and water pollution and regulations under the Americans with Disabilities Act and the Federal Occupational Safety and Health Act.  Such laws and regulations, in the Company's opinion, have not materially affected its operations, although improved compliance has resulted in some increased costs.  

As of November 14, 2002, the Company owns the underlying land and buildings in which 124 of its restaurants are located.  In addition, the Company owns six sites being held for possible future restaurant development, and 11 properties are held for sale.  

Of the 193 restaurants currently operated by the Company, 69 are at locations held under leases, including 37 in regional shopping malls.  Most of the leases provide for a combination of fixed-dollar and percentage rentals.  Many require the Company to pay additional amounts related to property taxes, hazard insurance, and maintenance of common areas.

See Note 10 of the Notes to Consolidated Financial Statements for information concerning the Company's lease rental expenses and lease commitments.  Of the 69 restaurant leases, the current terms of 31 expire before 2008, 26 from 2008 to 2012, and 12 thereafter.  Fifty-nine of the leases can be extended beyond their current terms at the Company's option.  

Luby's restaurants are well maintained and in good condition.  The Company refurbishes and updates restaurants and equipment as necessary to maintain their appearance and utility.  Several of the Company's restaurant properties contain excess building space, which is rented to tenants unaffiliated with the Company.  

The Company's restaurants are located as follows:  six in Arizona, five in Arkansas, one in Florida, two in Louisiana, two in Mississippi, two in Missouri, two in New Mexico, seven in Oklahoma, seven in Tennessee, and 159 in Texas.  

The Company's primary administrative offices are located in a building owned by the Company containing approximately 40,000 square feet of useable office space.  

The Company maintains public liability insurance and property damage insurance on its properties in amounts which management believes to be adequate.  

Two former restaurant assistant managers have filed suit in federal district court alleging violations of the Fair Labor Standards Act and the commission of certain fraudulent acts by the Company.  The plaintiffs also seek authorization to represent a class of all assistant managers employed by the Company throughout the United States who they claim, on information and belief, are similarly without the requisite job duties and responsibilities to be considered exempt from the overtime requirements of the Fair Labor Standards Act.  The Company has asserted that no class is appropriate, that plaintiffs were exempt from the right to overtime compensation under the Fair Labor Standards Act under the white collar exemptions, and has denied any misrepresentations.  The complaint does not specify the total amount of damages being sought.  The court denied plaintiffs' request to certify a nationwide class, and instead certified a class consisting of assistant managers that worked in the Memphis area from August 1999 to July 2002.  The plaintiffs are still seeking to expand the class beyond Memphis. The Company believes that the allegations are unfounded and intends to continue to diligently contest the claims of the plaintiffs.

No matter was submitted during the fourth quarter of the fiscal year ended August 28, 2002, to a vote of security holders of the Company.  

Certain information is set forth below concerning the executive officers of the Company, each of whom has been elected to serve until his successor is duly elected and qualified:

*Dividend suspended October 26, 2000.

As of November 14, 2002, there were approximately 3,942 record holders of the Company's common stock.