[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware

74-1335253

(State or other jurisdiction of
incorporation or organization)

(IRS Employer Identification Number)

2211 Northeast Loop 410
San Antonio, Texas 78217

(Address of principal executive offices, including zip code)

(210) 654-9000

www.lubys.com

(Registrant's telephone number, including area code, and Website)

(Former name, former address and former fiscal year, if changed since last report)

Part I - Financial Information

Page

Item 1

Financial Statements

3

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

14

Item 3

Quantitative and Qualitative Disclosures about Market Risk

23

Item 4

Controls and Procedures

23

Part II - Other Information

Page

Item 1

Legal Proceedings

24

Item 3

Defaults Upon Senior Securities

24

Item 4

Submission of Matters to a Vote of Security Holders

24

Item 6

Exhibits and Reports on Form 8-K

26

Signatures

31

Additional Information

Additional Company information and access to Annual Reports and SEC filings can be obtained online free of charge at www.lubys.com.

February 12,

August 28,

2003

2002

(unaudited)

ASSETS

Current Assets:

  Cash

$

191

$

1,584

  Short-term investments (see Note 3)

14,941

24,122

  Trade accounts and other receivables

295

185

  Food and supply inventories

2,304

2,197

  Prepaid expenses

1,730

1,667

  Income tax receivable

7,245

7,245

  Deferred income taxes (see Note 4)

2,726

2,726

      Total current assets

29,432

39,726

Property held for sale

5,574

8,144

Investments and other assets

4,170

4,642

Property, plant, and equipment -- at cost, net (see Note 5)

282,973

289,967

Total assets

$

322,149

$

342,479

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

  Accounts payable

$

19,004

$

19,077

  Accrued expenses and other liabilities

17,812

21,735

  Current portion of debt (see Note 6)

108,628

118,448

      Total current liabilities

145,444

159,260

Convertible subordinated notes, net - related party (see Note 6)

6,105

5,883

Accrued claims and insurance

4,403

5,142

Deferred income taxes and other credits (see Note 4)

5,366

5,460

Reserve for restaurant closings (see Note 7)

3,037

3,114

      Total liabilities

164,355

178,859

Commitments and contingencies (see Note 8)

SHAREHOLDERS' EQUITY

  Common stock, $.32 par value, authorized 100,000,000 shares, issued
    27,403,067 shares in fiscal 2003 and 2002

8,769

8,769

  Paid-in capital

36,916

37,335

  Deferred compensation

(1,384

)

(1,989

)

  Retained earnings

218,556

225,062

  Less cost of treasury shares, 4,946,771 and 4,970,024, in fiscal 2003 and 2003,
    respectively

(105,063

)

(105,557

)

      Total shareholders' equity

157,794

163,620

Total liabilities and shareholders' equity

$

322,149

$

342,479

See accompanying notes

Quarter Ended

Two Quarters Ended

February 12,

February 13,

February 12,

February 13,

2003

2002

2003

2002

(84 days)

(84 days)

(168 days)

(166 days)

SALES

$

88,263

$

91,257

$

176,492

$

186,452

COSTS AND EXPENSES:

  Cost of food

25,563

22,540

50,581

47,190

  Payroll and related costs

26,040

30,330

53,716

64,923

  Occupancy and other operating expenses

33,826

34,208

68,196

70,593

  General and administrative expenses

5,353

5,360

10,720

10,708

  Provision for asset impairments and
    restaurant closings (see Note 7)

138

--

(25

)

130

90,920

92,438

183,188

193,544

      INCOME (LOSS) FROM OPERATIONS

(2,657

)

(1,181

)

(6,696

)

(7,092

)

         Interest expense

(2,173

)

(2,413

)

(4,177

)

(4,983

)

         Other income, net

1,425

309

4,367

757

      INCOME (LOSS) BEFORE INCOME TAXES

(3,405

)

(3,285

)

(6,506

)

(11,318

)

         Provision (Benefit) For Income Taxes
           (see Note 4)

--

(1,123

)

--

(3,811

)

      NET INCOME (LOSS)

$

(3,405

)

$

(2,162

)

$

(6,506

)

$

(7,507

)

      NET INCOME (LOSS) PER SHARE --
        basic and assuming dilution

$

(0.15

)

$

(0.09

)

$

(0.29

)

$

(0.33

)

See accompanying notes.

Common Stock

Total

Issued

Treasury

Paid-In

Deferred

Retained

Shareholders'

Shares

Amount

Shares

Amount

Capital

Compensation

Earnings

Equity

BALANCE AT AUGUST 28, 2002

27,403

$

8,769

(4,970

)

$

(105,557

)

$

37,335

$

(1,989

)

$

225,062

$

163,620

Net income (loss) for the year to date

(6,506

)

(6,506

)

Executive compensation expense

605

605

Common stock issued under nonemployee director benefit
  plans

23

494

(419

)

75

BALANCE AT FEBRUARY 12, 2003

27,403

$

8,769

(4,947

)

$

(105,063

)

$

36,916

$

(1,384

)

$

218,556

$

157,794

See accompanying notes.

Two Quarters Ended

February 12,

February 13,

2003

2002

(168 days)

(166 days)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$

(6,506

)

$

(7,507

)

Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:

    Depreciation and amortization

10,066

9,934

    Amortization of deferred loss on interest rate swaps

--

496

    Amortization of discount on convertible subordinated notes

222

222

    Provision for (reversal of) asset impairments and restaurant closings

(25

)

130

    (Gain) loss on disposal of property held for sale

(3,223

)

(110

)

    (Gain) loss on disposal of property, plant, and equipment

(1,110

)

94

    Noncash nonemployee directors' fees

75

115

    Noncash executive compensation expense

605

601

      Cash (used in) provided by operating activities before
        changes in operating assets and liabilities

104

3,975

    Changes in operating assets and liabilities:

      (Increase) decrease in trade accounts and other receivables

(110

)

145

      (Increase) decrease in food and supply inventories

(107

)