[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

15

Item 3

Quantitative and Qualitative Disclosures about Market Risk

25

Item 4

Controls and Procedures

25

Part II - Other Information

Item 1

Legal Proceedings

27

Item 3

Defaults Upon Senior Securities

27

Item 6

Exhibits and Reports on Form 8-K

28

Signatures

33

Additional Information

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

May 7,

August 28,

2003

2002

(unaudited)

ASSETS

Current Assets:

  Cash

$

3,530

$

1,584

  Short-term investments (see Note 3)

10,747

24,122

  Trade accounts and other receivables

301

185

  Food and supply inventories

1,892

2,197

  Prepaid expenses

1,279

1,667

  Income tax receivable

13,422

7,245

  Deferred income taxes (see Note 4)

2,726

2,726

      Total current assets

33,897

39,726

Property held for sale

41,030

8,144

Investments and other assets

304

4,642

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

226,151

289,967

Total assets

$

301,382

$

342,479

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

  Accounts payable

$

19,194

$

19,077

  Accrued expenses and other liabilities

18,726

21,735

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

6,217

-

  Credit-facility debt (see Note 6)

106,144

118,448

      Total current liabilities

150,281

159,260

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

-

5,883

Accrued claims and insurance

4,248

5,142

Deferred income taxes and other credits (see Note 4)

11,501

5,460

Reserve for restaurant closings (see Note 7)

2,246

3,114

      Total liabilities

168,276

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

(1,082

)

(1,989

)

  Retained earnings

193,566

225,062

  Less cost of treasury shares, 4,946,771 and 4,970,024, in fiscal 2003 and 2002,
    respectively

(105,063

)

(105,557

)

      Total shareholders' equity

133,106

163,620

Total liabilities and shareholders' equity

$

301,382

$

342,479

See accompanying notes

Quarter Ended

Three Quarters Ended

May 7,

May 8,

May 7,

May 8,

2003

2002

2003

2002

(84 days)

(84 days)

(252 days)

(250 days)

SALES

$

78,206

$

82,685

$

234,311

$

247,474

COSTS AND EXPENSES:

  Cost of food

21,561

21,049

65,687

62,275

  Payroll and related costs

22,249

24,700

68,721

80,482

  Occupancy and other operating expenses

24,719

24,929

74,475

76,829

  Depreciation and amortization

4,241

4,311

13,011

12,968

  General and administrative expenses

6,226

4,693

16,916

15,362

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

4,057

128

4,032

216

83,053

79,810

242,842

248,132

INCOME (LOSS) FROM OPERATIONS

(4,847

)

2,875

(8,531

)

(658

)

  Interest expense

(2,298

)

(2,317

)

(6,475

)

(7,300

)

  Other income, net

1,007

166

5,370

917

Income (loss) before income taxes

(6,138

)

724

(9,636

)

(7,041

)

  Provision (benefit) for income taxes (see Note 4)

-

260

-

(2,307

)

Income (loss) from continuing operations

(6,138

)

$

464

$

(9,636

)

$

(4,734

)

  Discontinued operations, net of taxes

(18,852

)

(638

)

(21,860

)

(2,947

)

NET INCOME (LOSS)

(24,990

)

(174

)

(31,496

)

(7,681

)

Income (loss) per share - before discontinued
  operations - basic and assuming dilution

$

(0.27

)

$

0.02

$

(0.43

)

$

(0.21

)

Income (loss) per share - from discontinued
  operations - basic and assuming dilution

$

(0.84

)

$

(0.03

)

$

(0.97

)

$

(0.13

)

Net income (loss) per share - basic and
  assuming dilution

$

(1.11

)

$

(0.01

)

$

(1.40

)

$

(0.34

)

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

(31,496

)

(31,496

)

Executive compensation expense

907

907

Common stock issued under nonemployee director benefit
  plans

23

494

(419

)

75

BALANCE AT MAY 7, 2003

27,403

$

8,769

(4,947

)

$

(105,063

)

$

36,916

$

(1,082

)

$

193,566

$

133,106

See accompanying notes.

Three Quarters Ended

May 7,

May 8,

2003

2002

(252 days)

(250 days)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$

(31,496

)

$

(7,681

)

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

    Provision for (reversal of) asset impairments - discontinued operations

15,990

-

    Provision for (reversal of) asset impairments and restaurant closings