Registration No. 33-

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC   20549

                                   FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  LUBY'S, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      74-1335253
  (State of Incorporation)                 (I.R.S. Employer Identification No.)

    2211 N.E. Loop 410, P.O. Box 33069, San Antonio, Texas        78265-3069
         (Address of Principal Executive Offices)                 (Zip Code)

                            OPTIONS TO BE ISSUED UNDER
                      MISCELLANEOUS EMPLOYEE BENEFIT PLANS
                             (Full title of Plan)


      Christopher J. Pappas,                   with copies to:
            President
   and Chief Executive Officer          Drew R. Fuller, Jr. or Holly Fuller
            Luby's, Inc.                  Cauthorn Hale Hornberger Fuller
        2211 N.E. Loop 410              Sheehan Becker & Beiter, Incorporated
      Post Office Box 33069            700 North St. Mary's Street, Suite 600
  San Antonio, Texas 78265-3069              San Antonio, Texas 78205

                 (Names and addresses of agent for service)

         (210) 654-9000                          (210) 271-1700
     (Telephone numbers, including area codes, of agent for service)


                      CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
  Title of                     Proposed maximum   Proposed maximum    Amount of
Securities to    Amount to be   offering price       aggregate      registration
be Registered     Registered       per share       offering price        fee
________________________________________________________________________________
Common Stock,
par value,
$.32 per             (1)              (2)                (2)
share             2,240,000         $6.22           $13,944,000.00    $1,281.81

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described herein.

(2)  In accordance with Rule 457(c), computed upon the basis of the average of
     the high and low prices of the Company's common stock as reported in the
     consolidated reporting system, on January 25, 2002, which price is used
     solely for the purpose of calculating the registration fee.

                                  PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         Luby's, Inc. is referred to herein as the "Company," and the options to
be issued under miscellaneous employee benefit plans being (i) that certain
Employment Agreement dated effective March 9, 2001, between the Company, as
employer, and Harris J. Pappas, as employee and (ii) that certain Employment
Agreement dated effective March 9, 2001, between the Company, as employer, and
Christopher J. Pappas, as employee, are referred to herein as the "Plan."  The
documents listed below are incorporated by reference in this registration
statement:

         The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 2001, and Quarterly Report on Form 10-Q for the fiscal quarter ended
November 21, 2001; and all other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
since August 31, 2001, are hereby incorporated herein by reference.  The shares
of common stock registered pursuant to this registration statement of which the
prospectus is a part are of the same class of securities of the Company
currently registered under Section 12 of the Exchange Act.  The descriptions of
the common stock contained in previous registration statements, as amended by
any amendment or reports filed which update such registration statements, and as
amended by the Company's Certificate of Incorporation and all amendments
thereto, are hereby incorporated herein by reference.

         All documents filed by the Company pursuant to Sections 13(a),13(c), 14
and 15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered by the Company have been sold or which deregisters all
securities then remaining unsold, will be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference in this registration statement shall be deemed
to be modified or superseded for purposes of this registration statement to the
extent that a statement contained in this registration statement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         No expert or counsel for the Company has an interest in the Company
which exceeds Fifty Thousand Dollars ($50,000.00).

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.

         In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matters as to
which such person shall have been adjudged liable to the corporation, except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, in the case of
criminal actions or proceedings, the person had no reasonable cause to believe
his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (1) by a majority vote of a quorum of
disinterested members of the board of directors, or (2) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.

         The Company's Certificate of Incorporation and Bylaws, including all
amendments thereto, require the Company to indemnify the Company's directors to
the maximum extent permitted under Delaware law or any other applicable law in
effect, but if such statute or law is amended, the Company may change the
standard of indemnification only to the extent that such amended statute or law
permits the Company to provide broader indemnification rights to the Company's
directors. Pursuant to employment agreements entered into in the normal course
of business by the Company with its executive officers and certain other key
employees, the Company may be required to indemnify such officers and employees
in the same manner and to the same extent that the Company is required to
indemnify its directors under its Certificate of Incorporation and Bylaws,
including all amendments thereto. The Company's Certificate of Incorporation and
Bylaws, each as amended, limit the personal liability of a director to the
Company or its stockholders to damages for breach of the director's fiduciary
duty.

Item 7.  Exemption from Registration Claimed.

         No restricted securities are to be reoffered or resold pursuant to this
registration statement.



Item 8.  Exhibits.

         The following exhibits are furnished in accordance with Item 601 of
Regulation S-K:

         Number                       Description

           4         Certificate of Incorporation of the Company as currently in
                     effect, filed as Exhibit  3(b) to the Company's Quarterly
                     Report on Form 10-Q for the quarter ended May 31, 1999; and
                     Bylaws of the Company as currently in effect, filed as
                     Exhibit 3(c) to the Company's Quarterly Report on Form 10-Q
                     for the quarter ended February 28, 1998, are incorporated
                     herein by reference).

           5         Opinion of Cauthorn Hale Hornberger Fuller Sheehan Becker &
                     Beiter Incorporated, as to the legality of the common stock
                     of the Company to be registered hereunder.

           23.1      Consent of Cauthorn Hale Hornberger Fuller Sheehan Becker &
                     Beiter, Incorporated (incorporated within Exhibit Number 5
                     hereof).

           23.2      Consent of Ernst & Young LLP.

           99.1(a)   Description of Common Stock Purchase Rights of Luby's
                     Cafeterias, Inc. in Form 8-A (filed April 17, 1991,
                     effective April 26, 1991, File No. 1-8308, is incorporated
                     herein by reference).

           99.1(b)   Amendment No. 1 dated December 19, 1991, to Rights
                     Agreement dated April 16, 1991 (filed as Exhibit 4(b) to
                     the Company's Quarterly Report on Form 10-Q for the quarter
                     ended November 30, 1991, is incorporated herein by
                     reference).

           99.1(c)   Amendment No. 2 dated February 7, 1995, to Rights Agreement
                     dated April 16, 1991 (filed as Exhibit 4(d) to the
                     Company's Quarterly Report on Form 10-Q for the quarter
                     ended February 28, 1995, is incorporated herein by
                     reference).

           99.1(d)   Amendment No. 3 dated May 29, 1995, to Rights Agreement
                     dated April 16, 1991 (filed as Exhibit 4(d) to the
                     Company's Quarterly Report on Form 10-Q for the quarter
                     ended May 31, 1995, is incorporated herein by reference).

           99.1(e)   Amendment No. 4 dated March 8, 2001, to Rights Agreement
                     dated April 16, 1991 (filed as Exhibit 99.1 to the
                     Company's Quarterly Report on Form 8-A12B/A on March 22,
                     2001, is incorporated herein by reference).

           99.2      The Company's Annual Report on Form 10-K for the fiscal
                     year ended August 31, 2001, is incorporated herein by
                     reference.

           99.3      The Company's Quarterly Report on Form 10-Q for the fiscal
                     quarter ended November 21, 2001, is incorporated herein by
                     reference.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                   (i) To include any prospectus required by section 10(a)(3) of
              the Securities Act of 1933 ("Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
              after the effective date of this registration statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in this registration statement (or the most
              recent post-effective amendment thereof);

                 (iii) To include any material information with respect to the
              plan of distribution not previously disclosed in this registration
              statement or any material change to such information in this
              registration statement.

Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment to this
registration statement by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
and are incorporated by reference therein.

              (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

              (4)  That, for purposes of determining any liability under the
         Securities Act, each filing of the registrant's annual report pursuant
         to Section 13(a) or Section 15(d) of the Exchange Act (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Exchange Act) that is incorporated by
         reference in this registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

              (5) To deliver or cause to be delivered with the prospectus, to
         each person to whom the prospectus is sent or given, the latest annual
         report to security holders that is incorporated by reference in the
         prospectus and furnished pursuant to and meeting the requirements of
         Rule 14a-3 or Rule 14c-3 under the Exchange Act, and, where interim
         financial information required to be presented by Article 3 of
         Regulation S-X are not set forth in the prospectus, to deliver, or
         cause to be delivered to each person to whom the prospectus is sent or
         given, the latest quarterly report that is specifically incorporated by
         reference in the prospectus to provide such interim financial
         information.

              (6)  That, insofar as indemnification for liabilities arising
         under the Securities Act may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Securities Act and is,
         therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.

              (7) To submit the Plan and any amendment thereto to the Internal
         Revenue Service ("IRS") in a timely manner and to make all changes
         required by the IRS in order to qualify the Plan.


                                     SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, as of the 25th day
of January, 2002.

                                                 LUBY'S, INC.


                                            By: /s/Christopher J. Pappas
                                                _________________________
                                                Christopher J. Pappas,
                                                President and
                                                Chief Executive Officer



         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and as of
the dates indicated.

Signature and Date                           Name and Title


/s/Christopher J. Pappas       Christopher J. Pappas, President, Chief Executive
________________________       Officer and Director
January 25, 2002


/s/Harris J. Pappas             Harris J. Pappas, Chief Operating Officer and
_________________________       Director
January 25, 2002


/s/Ernest Pekmezaris            Ernest Pekmezaris, Senior Vice President and
________________________        Chief Financial Officer
January 25, 2002


/s/Frank Markantonis            Frank Markantonis, Director
________________________
January 25, 2002


/s/Jim W. Woliver               Jim W. Woliver, Director
________________________
January 25, 2002


/s/Ronald K. Calgaard           Ronald K. Calgaard, Director
________________________
January 25, 2002


/s/Roger R. Hemminghaus         Roger R. Hemminghaus, Director
________________________
January 25, 2002


/s/Judith B. Craven             Judith B. Craven, Director
________________________
January 25, 2002


/s/Arthur R. Emerson            Arthur R. Emerson, Director
________________________
January 25, 2002


/s/Robert T. Herres             Robert T. Herres, Director
________________________
January 25, 2002


/s/Walter J. Salmon             Walter J. Salmon, Director
________________________
January 25, 2002


/s/Joanne Winik                 Joanne Winik, Director
________________________
January 25, 2002


/s/Gasper Mir, III              Gasper Mir, III, Director
________________________
January 25, 2002


                                EXHIBIT INDEX

Exhibit
 Number          Description                                               Page

   4       Certificate of Incorporation of the Company as currently in
           effect, filed as Exhibit  3(b) to the Company's Quarterly Report
           on Form 10-Q for the quarter ended May 31, 1999; and Bylaws of
           the Company as currently in effect, filed as Exhibit 3(c) to the
           Company's Quarterly Report on Form 10-Q for the quarter ended
           February 28, 1998, are incorporated herein by reference.

   5       Opinion of Cauthorn Hale Hornberger Fuller Sheehan
           Becker & Beiter Incorporated, as to the legality of the common
           stock of the Company to be registered hereunder.

   23.1    Consent of Cauthorn Hale Hornberger Fuller Sheehan Becker
           & Beiter, Incorporated (incorporated within Exhibit Number 5
           hereof).

   23.2    Consent of Ernst & Young LLP.

   99.1(a) Description of Common Stock Purchase Rights of Luby's
           Cafeterias, Inc. in Form 8-A (filed April 17, 1991, effective
           April 26, 1991, File No. 1-8308, is incorporated herein by
           reference).

   99.1(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement
           dated April 16, 1991 (filed as Exhibit 4(b) to the Company's
           Quarterly Report on Form 10-Q for the quarter ended November 30,
           1991, is incorporated herein by reference).

   99.1(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement
           dated April 16, 1991 (filed as Exhibit 4(d) to the Company's
           Quarterly Report on Form 10-Q for the quarter ended February 28,
           1995, is incorporated herein by reference).

   99.1(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated
           April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly
           Report on Form 10-Q for the quarter ended May 31, 1995, is
           incorporated herein by reference).

   99.1(e) Amendment No. 4 dated March 8, 2001, to Rights Agreement dated
           April 16, 1991 (filed as Exhibit 99.1 to the Company's
           Quarterly Report on Form 8-A12B/A on March 22, 2001, is
           incorporated herein by reference).

   99.2    The Company's Annual Report on Form 10-K for the fiscal year
           ended August 31, 2001, is incorporated herein by reference.

   99.3    The Company's Quarterly Report on Form 10-Q for the fiscal
           quarter ended November 21, 2001, is incorporated herein by
           reference.
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Registration No. 33-

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC   20549

                                   FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  LUBY'S, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      74-1335253
  (State of Incorporation)                 (I.R.S. Employer Identification No.)

    2211 N.E. Loop 410, P.O. Box 33069, San Antonio, Texas        78265-3069
         (Address of Principal Executive Offices)                 (Zip Code)

                            OPTIONS TO BE ISSUED UNDER
                      MISCELLANEOUS EMPLOYEE BENEFIT PLANS
                             (Full title of Plan)

      Christopher J. Pappas,                   with copies to:
            President
   and Chief Executive Officer          Drew R. Fuller, Jr. or Holly Fuller
            Luby's, Inc.                  Cauthorn Hale Hornberger Fuller
        2211 N.E. Loop 410              Sheehan Becker & Beiter, Incorporated
      Post Office Box 33069            700 North St. Mary's Street, Suite 600
  San Antonio, Texas 78265-3069              San Antonio, Texas 78205

                 (Names and addresses of agent for service)

         (210) 654-9000                          (210) 271-1700
     (Telephone numbers, including area codes, of agent for service)

                      CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
  Title of                     Proposed maximum   Proposed maximum    Amount of
Securities to    Amount to be   offering price       aggregate      registration
be Registered     Registered       per share       offering price        fee
________________________________________________________________________________
Common Stock,
par value,
$.32 per             (1)              (2)                (2)
share             2,240,000         $6.22           $13,944,000.00    $1,281.81

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described herein.

(2)  In accordance with Rule 457(c), computed upon the basis of the average of
     the high and low prices of the Company's common stock as reported in the
     consolidated reporting system, on January 25, 2002, which price is used
     solely for the purpose of calculating the registration fee.

                                  PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Luby's, Inc. is referred to herein as the "Company," and the options to
be issued under miscellaneous employee benefit plans being (i) that certain
Employment Agreement dated effective March 9, 2001, between the Company, as
employer, and Harris J. Pappas, as employee and (ii) that certain Employment
Agreement dated effective March 9, 2001, between the Company, as employer, and
Christopher J. Pappas, as employee, are referred to herein as the "Plan."  The
documents listed below are incorporated by reference in this registration
statement:

         The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 2001, and Quarterly Report on Form 10-Q for the fiscal quarter ended
November 21, 2001; and all other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
since August 31, 2001, are hereby incorporated herein by reference.  The shares
of common stock registered pursuant to this registration statement of which the
prospectus is a part are of the same class of securities of the Company
currently registered under Section 12 of the Exchange Act.  The descriptions of
the common stock contained in previous registration statements, as amended by
any amendment or reports filed which update such registration statements, and as
amended by the Company's Certificate of Incorporation and all amendments
thereto, are hereby incorporated herein by reference.

         All documents filed by the Company pursuant to Sections 13(a),13(c), 14
and 15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered by the Company have been sold or which deregisters all
securities then remaining unsold, will be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference in this registration statement shall be deemed
to be modified or superseded for purposes of this registration statement to the
extent that a statement contained in this registration statement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or replaces such statement.

Item 4.  Description of Securities.

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         No expert or counsel for the Company has an interest in the Company
which exceeds Fifty Thousand Dollars ($50,000.00).

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.

         In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matters as to
which such person shall have been adjudged liable to the corporation, except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, in the case of
criminal actions or proceedings, the person had no reasonable cause to believe
his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (1) by a majority vote of a quorum of
disinterested members of the board of directors, or (2) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.

         The Company's Certificate of Incorporation and Bylaws, including all
amendments thereto, require the Company to indemnify the Company's directors to
the maximum extent permitted under Delaware law or any other applicable law in
effect, but if such statute or law is amended, the Company may change the
standard of indemnification only to the extent that such amended statute or law
permits the Company to provide broader indemnification rights to the Company's
directors. Pursuant to employment agreements entered into in the normal course
of business by the Company with its executive officers and certain other key
employees, the Company may be required to indemnify such officers and employees
in the same manner and to the same extent that the Company is required to
indemnify its directors under its Certificate of Incorporation and Bylaws,
including all amendments thereto. The Company's Certificate of Incorporation and
Bylaws, each as amended, limit the personal liability of a director to the
Company or its stockholders to damages for breach of the director's fiduciary
duty.

Item 7.  Exemption from Registration Claimed.

         No restricted securities are to be reoffered or resold pursuant to this
registration statement.

Item 8.  Exhibits.

         The following exhibits are furnished in accordance with Item 601 of
Regulation S-K:

         Number                       Description

           4         Certificate of Incorporation of the Company as currently in
                     effect, filed as Exhibit  3(b) to the Company's Quarterly
                     Report on Form 10-Q for the quarter ended May 31, 1999; and
                     Bylaws of the Company as currently in effect, filed as
                     Exhibit 3(c) to the Company's Quarterly Report on Form 10-Q
                     for the quarter ended February 28, 1998, are incorporated
                     herein by reference).

           5         Opinion of Cauthorn Hale Hornberger Fuller Sheehan Becker &
                     Beiter Incorporated, as to the legality of the common stock
                     of the Company to be registered hereunder.

           23.1      Consent of Cauthorn Hale Hornberger Fuller Sheehan Becker &
                     Beiter, Incorporated (incorporated within Exhibit Number 5
                     hereof).

           23.2      Consent of Ernst & Young LLP.

           99.1(a)   Description of Common Stock Purchase Rights of Luby's
                     Cafeterias, Inc. in Form 8-A (filed April 17, 1991,
                     effective April 26, 1991, File No. 1-8308, is incorporated
                     herein by reference).

           99.1(b)   Amendment No. 1 dated December 19, 1991, to Rights
                     Agreement dated April 16, 1991 (filed as Exhibit 4(b) to
                     the Company's Quarterly Report on Form 10-Q for the quarter
                     ended November 30, 1991, is incorporated herein by
                     reference).

           99.1(c)   Amendment No. 2 dated February 7, 1995, to Rights Agreement
                     dated April 16, 1991 (filed as Exhibit 4(d) to the
                     Company's Quarterly Report on Form 10-Q for the quarter
                     ended February 28, 1995, is incorporated herein by
                     reference).

           99.1(d)   Amendment No. 3 dated May 29, 1995, to Rights Agreement
                     dated April 16, 1991 (filed as Exhibit 4(d) to the
                     Company's Quarterly Report on Form 10-Q for the quarter
                     ended May 31, 1995, is incorporated herein by reference).

           99.1(e)   Amendment No. 4 dated March 8, 2001, to Rights Agreement
                     dated April 16, 1991 (filed as Exhibit 99.1 to the
                     Company's Quarterly Report on Form 8-A12B/A on March 22,
                     2001, is incorporated herein by reference).

           99.2      The Company's Annual Report on Form 10-K for the fiscal
                     year ended August 31, 2001, is incorporated herein by
                     reference.

           99.3      The Company's Quarterly Report on Form 10-Q for the fiscal
                     quarter ended November 21, 2001, is incorporated herein by
                     reference.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                   (i) To include any prospectus required by section 10(a)(3) of
              the Securities Act of 1933 ("Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
              after the effective date of this registration statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in this registration statement (or the most
              recent post-effective amendment thereof);

                 (iii) To include any material information with respect to the
              plan of distribution not previously disclosed in this registration
              statement or any material change to such information in this
              registration statement.

Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment to this
registration statement by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
and are incorporated by reference therein.

              (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

              (4)  That, for purposes of determining any liability under the
         Securities Act, each filing of the registrant's annual report pursuant
         to Section 13(a) or Section 15(d) of the Exchange Act (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Exchange Act) that is incorporated by
         reference in this registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

              (5) To deliver or cause to be delivered with the prospectus, to
         each person to whom the prospectus is sent or given, the latest annual
         report to security holders that is incorporated by reference in the
         prospectus and furnished pursuant to and meeting the requirements of
         Rule 14a-3 or Rule 14c-3 under the Exchange Act, and, where interim
         financial information required to be presented by Article 3 of
         Regulation S-X are not set forth in the prospectus, to deliver, or
         cause to be delivered to each person to whom the prospectus is sent or
         given, the latest quarterly report that is specifically incorporated by
         reference in the prospectus to provide such interim financial
         information.

              (6)  That, insofar as indemnification for liabilities arising
         under the Securities Act may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Securities Act and is,
         therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.

              (7) To submit the Plan and any amendment thereto to the Internal
         Revenue Service ("IRS") in a timely manner and to make all changes
         required by the IRS in order to qualify the Plan.

                                     SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, as of the 25th day
of January, 2002.

                                                 LUBY'S, INC.

                                            By: /s/Christopher J. Pappas
                                                _________________________
                                                Christopher J. Pappas,
                                                President and
                                                Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and as of
the dates indicated.

Signature and Date                           Name and Title

/s/Christopher J. Pappas       Christopher J. Pappas, President, Chief Executive
________________________       Officer and Director
January 25, 2002

/s/Harris J. Pappas             Harris J. Pappas, Chief Operating Officer and
_________________________       Director
January 25, 2002

/s/Ernest Pekmezaris            Ernest Pekmezaris, Senior Vice President and
________________________        Chief Financial Officer
January 25, 2002

/s/Frank Markantonis            Frank Markantonis, Director
________________________
January 25, 2002

/s/Jim W. Woliver               Jim W. Woliver, Director
________________________
January 25, 2002

/s/Ronald K. Calgaard           Ronald K. Calgaard, Director
________________________
January 25, 2002

/s/Roger R. Hemminghaus         Roger R. Hemminghaus, Director
________________________
January 25, 2002

/s/Judith B. Craven             Judith B. Craven, Director
________________________
January 25, 2002

/s/Arthur R. Emerson            Arthur R. Emerson, Director
________________________
January 25, 2002

/s/Robert T. Herres             Robert T. Herres, Director
________________________
January 25, 2002

/s/Walter J. Salmon             Walter J. Salmon, Director
________________________
January 25, 2002

/s/Joanne Winik                 Joanne Winik, Director
________________________
January 25, 2002

/s/Gasper Mir, III              Gasper Mir, III, Director
________________________
January 25, 2002

                                EXHIBIT INDEX

Exhibit
 Number          Description                                               Page

   4       Certificate of Incorporation of the Company as currently in
           effect, filed as Exhibit  3(b) to the Company's Quarterly Report
           on Form 10-Q for the quarter ended May 31, 1999; and Bylaws of
           the Company as currently in effect, filed as Exhibit 3(c) to the
           Company's Quarterly Report on Form 10-Q for the quarter ended
           February 28, 1998, are incorporated herein by reference.

   5       Opinion of Cauthorn Hale Hornberger Fuller Sheehan
           Becker & Beiter Incorporated, as to the legality of the common
           stock of the Company to be registered hereunder.

   23.1    Consent of Cauthorn Hale Hornberger Fuller Sheehan Becker
           & Beiter, Incorporated (incorporated within Exhibit Number 5
           hereof).

   23.2    Consent of Ernst & Young LLP.

   99.1(a) Description of Common Stock Purchase Rights of Luby's
           Cafeterias, Inc. in Form 8-A (filed April 17, 1991, effective
           April 26, 1991, File No. 1-8308, is incorporated herein by
           reference).

   99.1(b) Amendment No. 1 dated December 19, 1991, to Rights Agreement
           dated April 16, 1991 (filed as Exhibit 4(b) to the Company's
           Quarterly Report on Form 10-Q for the quarter ended November 30,
           1991, is incorporated herein by reference).

   99.1(c) Amendment No. 2 dated February 7, 1995, to Rights Agreement
           dated April 16, 1991 (filed as Exhibit 4(d) to the Company's
           Quarterly Report on Form 10-Q for the quarter ended February 28,
           1995, is incorporated herein by reference).

   99.1(d) Amendment No. 3 dated May 29, 1995, to Rights Agreement dated
           April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly
           Report on Form 10-Q for the quarter ended May 31, 1995, is
           incorporated herein by reference).

   99.1(e) Amendment No. 4 dated March 8, 2001, to Rights Agreement dated
           April 16, 1991 (filed as Exhibit 99.1 to the Company's
           Quarterly Report on Form 8-A12B/A on March 22, 2001, is
           incorporated herein by reference).

   99.2    The Company's Annual Report on Form 10-K for the fiscal year
           ended August 31, 2001, is incorporated herein by reference.

   99.3    The Company's Quarterly Report on Form 10-Q for the fiscal
           quarter ended November 21, 2001, is incorporated herein by
           reference.