As filed with the Securities and Exchange Commission on November 25, 1996
                                            Registration No.333- _____________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                           EL CHICO RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)
                     TEXAS                                   75-0982250
        (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                   Identification No.)

           12200 STEMMONS, SUITE 100
                 DALLAS, TEXAS                                 75234
   (Address of principal executive offices)                  (Zip Code)
                             -----------------------

                   EL CHICO RESTAURANTS, INC. 1995 STOCK PLAN
                            (Full title of the plan)
                             -----------------------
               LAWRENCE E. WHITE                              COPY TO:
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER    RONALD J. FRAPPIER, ESQ.
          EL CHICO RESTAURANTS, INC.                       JENKENS & GILCHRIST
           12200 STEMMONS, SUITE 100                  A PROFESSIONAL CORPORATION
             DALLAS, TEXAS  75234                   1445 ROSS AVENUE, SUITE 3200
                 (972)241-5500                            DALLAS, TEXAS  75202
      (Name, address and telephone number
   including area code of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                       Proposed                    Proposed
  Title of                                             maximum                     maximum
 securities                   Amount                    offering                   aggregate             Amount of
   to be                        to be                     price                     offering             registration
 registered                 registered(1)              per share(2)(3)             price(2)(3)             fee (3)
------------------------------------------------------------------------------------------------------------------

<S>                         <C>                          <C>                      <C>                    <C>
Common Stock                400,000                      $10.00                   $3,455,200             $ 1,047
----------------------------------------------------------------------------------------------------------------
</TABLE>

       (1)  Pursuant to Rule 416,  this  Registration  Statement  is deemed to
include  additional shares of Common Stock issuable under the terms of the Plans
to prevent  dilution  resulting  from any future stock split,  stock dividend or
similar transaction.
       (2) Estimated solely for the purpose of calculating the registration fee.
       (3) Calculated pursuant to Rule 457(c) and (h). Accordingly,  the price
per share of the Common Stock offered hereunder  pursuant to the 1995 Stock Plan
(the "Plan") is based on (i) 211,200 shares of Common Stock originally allocated
for  issuance  under the Plan but which either have not been subject to award or
which have been issued in the form of grants of restricted stock, at a price per
share of $7.813,  which is the average of the highest and lowest  selling  price
per share of Common  Stock on the National  Association  of  Securities  Dealers
Automated  Quotation  System  ("NASDAQ")  National Market System on November 20,
1996; and (ii) the following  shares of Common Stock reserved for issuance under
the Plan and subject to options  granted  thereunder at the  following  exercise
prices:

                           No. of Shares of Common Stock       Exercise Price
                               Reserved for Issuance             Per Share

                                     148,250                     $ 10.0000
                                      32,000                     $   7.9375
                                       7,775                     $   8.0000
                                         775                     $   8.25


CORPDAL:53223.1  14047-00001

<PAGE>



                                EXPLANATORY NOTE

         The  information  required by Items 1 and 2 of Part I of Form S-8 to be
contained in the Section  10(a)  prospectus  is omitted  from this  Registration
Statement in accordance with Rule 428 of the Securities Act of 1933, as amended,
and the Note to Part I of Form S-8.

         Included  in Part I of this  Registration  Statement  on Form  S-8 is a
reoffer prospectus  concerning  reoffers and resales of certain of the shares of
Common  Stock  registered  hereby,   which  is  filed  in  reliance  on  General
Instruction C to Form S-8.


CORPDAL:53223.1  14047-00001

<PAGE>



                                  2,000 SHARES
                           EL CHICO RESTAURANTS, INC.
                                  COMMON STOCK

         This Prospectus  relates to an aggregate of 2,000 shares (the "Shares")
of Common  Stock,  par value  $.10 per share  (the  "Common  Stock") of El Chico
Restaurants, Inc. (the "Company"), which may be offered from time to time by the
respective Selling  Shareholders.  See "Selling  Shareholders." The Company will
receive no part of the proceeds from such sales. See "Plan of Distribution." All
expenses  (other than  commissions  and  discounts of  underwriters,  dealers or
agents)   incurred  in  connection  with  this  offering  are  estimated  to  be
approximately $3,000.
All of such expenses will be paid by the Company.

         The Company has been advised by the Selling  Shareholders that they may
sell all or a portion of the Shares offered by this Prospectus from time to time
(i) in the  over-the-counter  market  or on the  National  Market  System of the
National   Association  of  Securities   Dealers   Automated   Quotation  System
("NASDAQ/NMS")  at  prices  prevailing  at the time of such  sales or at  prices
reasonably related thereto,  (ii) otherwise than in the over-the-counter  market
or on  NASDAQ/NMS  at  market  prices  prevailing  at the time of the sale or at
negotiated prices, or (iii) by a combination of the foregoing methods of sale. A
Selling Shareholder and any broker,  dealer or other agent executing sell orders
on behalf of a Selling Shareholder may be deemed to be "underwriters" within the
meaning of the Securities  Act of 1933, as amended (the  "Securities  Act"),  in
which  event  commissions  received by any such  broker,  dealer or agent may be
deemed to be underwriting commissions under the Securities Act.

         The Common  Stock of the Company is traded on  NASDAQ/NMS.  On November
20, 1996, the last reported  closing price of the Common Stock on the NASDAQ/NMS
was $7.625 per share.

                               -------------------


          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
     NOR HAS THE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED UPON
     THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

                               -------------------

                The date of this Prospectus is November 25, 1996.


CORPDAL:53223.1  14047-00001

<PAGE>



                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance  therewith,  files  periodic  reports,  proxy  statements  and  other
information with the Securities and Exchange Commission (the "Commission"). Such
periodic reports,  proxy statements,  and other information can be inspected and
copied at the public reference  facilities  maintained by the Commission at Room
1024,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  and at the following
regional offices of the Commission:  New York Regional Office, Seven World Trade
Center,  Thirteenth  Floor,  New York, NY 10048;  and Chicago  Regional  Office,
Northwestern  Atrium Center, 500 West Madison Street,  Suite 1400,  Chicago,  IL
60661.  Copies of such  material  can be obtained at  prescribed  rates from the
Public  Reference  Section  of  the  Commission  at  450  Fifth  Street,   N.W.,
Washington,   D.C.   20549.   The   Commission   also   maintains   a  web  site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file documents  electronically with
the Commission.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (1)      The Company's Annual Report on Form 10-K filed with the
Commission for the fiscal year ended December 31, 1995;

         (2) The  Company's  Quarterly  Reports  on Form  10-Q  filed  with  the
Commission for the quarters  ended March 31, 1996,  June 30, 1996, and September
30, 1996;

         (3) The  description of the Common Stock set forth in the  Registration
Statement on Form 8-A dated August 28, 1984,  including  any amendment or report
filed for the purpose of updating such description;

         (4)      The Company's Current Report on Form 8-K dated August 30,
1996, and filed with the Commission;

         (5) All documents filed by the Company with the Commission  pursuant to
Sections  13(a),  13(c), 14 and 15 of the Exchange Act subsequent to the date of
this  Registration  Statement  shall be  deemed  to be  incorporated  herein  by
reference and to be a part hereof from the date of the filing of such  documents
until such time as there shall have been filed a  post-effective  amendment that
indicates that all securities  offered hereby have been sold or that deregisters
the securities remaining unsold at the time of such amendment.

         Any statement  contained in a document  incorporated by reference shall
be deemed to be modified or  superseded  for purposes of this  Prospectus to the
extent  that a statement  contained  hereby or in any other  subsequently  filed
document or in an accompanying prospectus supplement modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company undertakes to provide without charge to each person to whom
this  Prospectus  is delivered,  upon written or oral request of such person,  a
copy of all documents

CORPDAL:53223.1  14047-00001
                                       -2-

<PAGE>



incorporated herein by reference,  other than exhibits.  All requests for copies
of such documents should be directed to: Susan R. Holland, El Chico Restaurants,
Inc.,  12200 Stemmons,  Suite 100, Dallas,  Texas 75234,  telephone number (972)
888-8112.


                              SELLING SHAREHOLDERS

         This  Prospectus  covers  resales of shares of restricted  Common Stock
which were awarded to certain non-employee directors of the Company under the El
Chico Restaurants,  Inc. 1995 Stock Plan (the "1995 Stock Plan") on May 2, 1996.
The participants who have been awarded the Shares pursuant to the above employee
benefit plan are collectively  referred to herein as the "Selling  Shareholders"
and each as a "Selling Shareholder." The Shares have been awarded to the Selling
Shareholders  pursuant  to the  terms  of the 1995  Stock  Plan,  and are  owned
respectively by each of the Selling Shareholders in the amounts as listed in the
table below.

         On May 2, 1996, the shareholders of the Company approved the 1995 Stock
Plan. The 1995 Stock Plan provides,  among other things,  that each non-employee
who served as a director  of the  Company  both before and after the 1996 Annual
Meeting of Shareholders  held on May 2, 1996 be awarded 500 shares of restricted
Common Stock of the Company.  Such awards were made at no cost to the recipient.
Pursuant to the terms of the 1995 Stock Plan,  the shares of  restricted  Common
Stock  awarded to the  non-employee  directors of the Company on May 2, 1996 are
subject to forfeiture,  upon the occurrence of certain events, until November 2,
1996.

         The  following  table sets  forth,  as of  October  31,  1996,  certain
information  regarding  the  beneficial  ownership  of the  Common  Stock of the
Company as held by the Selling Shareholders:


CORPDAL:53223.1  14047-00001
                                       -3-

<PAGE>



<TABLE>
<CAPTION>

                                   Common Stock Beneficially                                       Common Stock
                                             Owned                       Shares of              Beneficially Owned
                                     Prior to Offering (1)              Common Stock             After Offering (3)
                                     ---------------------                                               ----------
                                    Number         Percent (2)             Offered          Number              Percent(2)
                                    ------                                 -------          ------              ----------
       Name and Position
        in the Company
<S>                                <C>                                       <C>            <C>
Joseph S. Thomson                  37,000(4)           *                     500            36,500                  *
  Director

Grahame N. Clark, Jr.              12,500(4)           *                     500            12,000                  *
  Director

Jack D. Knox                       22,500(4)           *                     500            22,000                  *
  Director

Joe V. Mariner, Jr.                14,296(4)           *                     500            13,796                  *
  Director
</TABLE>



*        Less than one percent (1%)

(1)      Unless  otherwise  indicated,  the persons named in the table have sole
         voting and investment  power with respect to all shares of Common Stock
         beneficially   owned,   subject  to  community   property   laws  where
         applicable.
(2)      As of October 31, 1996, there were 3,716,663 shares of Common Stock
         issued and outstanding.
(3)      Assumes that all of the shares of Common Stock offered hereby are
         actually sold.
(4)      Includes shares which may be acquired within 60 days of October 31,
         1996, pursuant to the exercise of stock options as follows: Mr.Thompson
         --20,000  shares;  Mr.  Clark--10,000 shares; Mr.  Knox--20,000 shares;
         Mr. Mariner--10,000 shares. Also includes the 500 shares of  restricted
         Common Stock awarded to each of the aforementioned non-employee
         directors on May 2, 1996.


                              PLAN OF DISTRIBUTION

         This  Prospectus  covers the sale by the  Selling  Shareholders  of the
Shares.  The Shares were  acquired by the Selling  Shareholders  pursuant to the
1995 Stock Plan. See "Selling Shareholders." The Company has been advised by the
Selling  Shareholders  that they  intend to sell all or a portion  of the Shares
offered by this Prospectus from time to time (i) in the over-the-counter  market
or on  NASDAQ/NMS  at prices  prevailing  at the time of such sales or at prices
reasonably related thereto,  (ii) otherwise than in the over-the-counter  market
on NASDAQ/NMS  at market prices  prevailing at the time of sale or at negotiated
prices,  or (iii) by a combination or the foregoing methods of sale. The Selling
Shareholders  and any  broker,  dealer or other agent  executing  sell orders on
behalf of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event commissions  received by a broker,
dealer  or  agent  may  be  deemed  to be  underwriting  commissions  under  the
Securities Act. Such commissions received by a broker, dealer or agent may be in
excess of customary compensation.

         The Company will pay all of the costs,  expenses  and fees  incident to
the offering and sale of the Shares to the public,  other than  commissions  and
discounts of underwriters, brokers, dealers or agents not paid by the purchasers
of the Shares.



CORPDAL:53223.1  14047-00001
                                       -4-

<PAGE>



                                  LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon for
the  Company by  Jenkens &  Gilchrist,  a  Professional  Corporation,  1445 Ross
Avenue, Suite 3200, Dallas, Texas 75202-2711.


                                     EXPERTS

         The consolidated  financial statements included in the Company's Annual
Report on Form 10-K for the  fiscal  year  ended  December  31,  1995 (the "Form
10-K"),  have been  incorporated  by reference in this Prospectus in reliance on
the report of KPMG Peat Marwick LLP,  independent  certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.


                             ADDITIONAL INFORMATION

         The  Company has filed with the  Securities  and  Exchange  Commission,
Washington,  D.C., a Registration Statement on Form S-8 under the Securities Act
with respect to the Shares offered hereby.  This Prospectus does not contain all
the information  included in such  Registration  Statement,  certain portions of
which are omitted as permitted by the rules and  regulations of the  Commission.
The Registration Statement, including the exhibits and schedules filed herewith,
may be inspected at the principal offices of the Commission in Washington, D.C.,
without charge, and copies of the material contained herein may be obtained from
the  Commission  upon payment of the  applicable  copying  charges.  For further
information with respect to the Company and the Shares offered hereby, reference
is made to the Registration Statement and such exhibits and schedules.


CORPDAL:53223.1  14047-00001
                                       -5-

<PAGE>







   NO  PERSON  HAS  BEEN  AUTHORIZED  TO GIVE  ANY  INFORMATION  OR TO MAKE  ANY
REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  AND IF GIVEN OR
MADE, SUCH  INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE SELLING  SHAREHOLDERS.  THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,  ANY SECURITIES  OTHER
THAN THE SHARES OFFERED  HEREBY,  OR IN ANY STATE OR  JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR  ANY  SALE  MADE  HEREUNDER  SHALL,  UNDER  ANY  CIRCUMSTANCES,   CREATE  AN
IMPLICATION THAT THE INFORMATION  HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.








                   ------------------------------------------
                                TABLE OF CONTENTS
                   ------------------------------------------

                                                                            Page
Available Information.......................................................   2
Incorporation of Certain Documents by
   Reference................................................................   2
Selling Shareholders........................................................   3
Plan of Distribution........................................................   4
Legal Matters...............................................................   5
Experts.....................................................................   5
Additional Information......................................................   5


                   ------------------------------------------























                                  2,000 SHARES





                           EL CHICO RESTAURANTS, INC.




                                  COMMON STOCK




                   ------------------------------------------

                                   PROSPECTUS

                   ------------------------------------------










                                November 25, 1996








CORPDAL:53223.1  14047-00001
                                       -6-

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

                  (1) the registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended December 31, 1995;

                  (2) the registrant's Quarterly Reports on Form 10-Q filed with
         the Commission  for the quarters  ended March 31, 1996,  June 30, 1996,
         and September 30, 1996;

                  (3) the  description  of the Common Stock,  par value $.10 per
         share,  of  the  registrant  (the  "Common  Stock")  set  forth  in the
         Registration Statement on Form 8-A dated August 28, 1984, including any
         amendment or report filed for the purpose of updating such description.

                  (4) The  registrant's  Current Report on Form 8-K dated August
         30, 1996, and filed with the Commission.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities and Exchange Act of 1934,
as amended (the  "Exchange  Act"),  subsequent to the date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.






CORPDAL:53223.1  14047-00001
                                      II-1

<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Restated Articles of Incorporation,  as amended,  provide
that the Company may  indemnify  any person who is or was an officer,  director,
agent or  employee  of the  Company,  or who  serves or  served  as a  director,
officer,   agent,   employee,   partner  or  trustee  in  another   corporation,
partnership,  joint  venture,  trust or other  enterprise  at the request of the
Company under the following  terms and  conditions.  If the legal  proceeding in
question is on behalf of the Company,  the Company shall  indemnify  such person
for his expenses  reasonably and actually  incurred in defending or settling the
suit if he is  successful  on the merits or  otherwise or he acted in good faith
and in a manner he  reasonably  believed  to be in, or not  opposed to, the best
interests of the  Company,  but not if the matter is one as to which he has been
adjudged  liable for negligence or misconduct in the  performance of his duties,
unless  the court in which the suit is  brought  determines  that he fairly  and
reasonably is entitled to  indemnification  for certain  expenses.  In all other
cases, the Company shall indemnify such person for his expenses, amounts paid in
settlement, judgments and fines, provided the person is successful on the merits
or otherwise, or he acted in good faith in a manner he reasonably believed to be
in, or not opposed to, the Company's best interests.  Moreover, if the action is
a criminal proceeding,  the Company need indemnify such person only if he had no
reason to believe his conduct was unlawful.  The Company may  authorize  advance
payments  to such person  under  certain  circumstances,  and may  purchase  and
maintain  insurance on behalf of any such person against any liability  incurred
by him in such  position,  regardless  of whether  the Company  could  otherwise
indemnify him under the Restated Articles of Incorporation, as amended.

         The Company's  Bylaws provide that the Company shall indemnify a person
who was or is an officer or director of the Company who was, is or is threatened
to be, named a defendant in a legal  proceeding by virtue of his position in the
Company if it is determined that the person (i) conducted himself in good faith,
(ii) reasonably believed,  in the case of conduct in his official capacity as an
officer or director of the Company,  that his conduct was in the Company's  best
interests,  and in all other cases, that his conduct was at least not opposed to
the Company's best  interests and (iii) in the case of any criminal  proceeding,
had no reasonable cause to believe his conduct was unlawful. However, a director
may not be indemnified for  obligations  resulting from a proceeding in which he
is found liable on the basis that personal  benefit was  improperly  received by
him or in which he is found liable to the Company.  A person may be  indemnified
within the above limitations against judgments,  penalties,  fines,  settlements
and reasonable expenses actually incurred,  but if the proceeding was brought by
or on behalf of the  Company,  the  indemnification  is  limited  to  reasonable
expenses actually incurred by the person in connection with the proceeding.  The
Bylaws also permit the Company to purchase and  maintain  insurance on behalf of
any person  who is or was an officer or  director  of the  Company  against  any
liability  asserted  against him or incurred by him in such  capacity or arising
out of his status as such a person, regardless of whether the Company would have
the power to  indemnify  him  against  that  liability  under  the  Bylaws or by
statute.  Under certain  circumstances,  the Company may advance  expenses to an
officer or director.  The Bylaws also  provide  that the Company may  indemnify,
advance  expenses to and purchase and maintain  insurance on behalf of agents or
employees  of the Company or persons  who are or were  serving at the request of
the Company as a director,  officer,  partner,  venturer,  proprietor,  trustee,
employee, agent or similar functionary of another

CORPDAL:53223.1  14047-00001
                                      II-2

<PAGE>



corporation,  partnership,  joint venture, trust or other enterprise to the same
extent that it is required to indemnify  and advance  expenses to, and permitted
to maintain insurance on behalf of, officers and directors.

         The   indemnification   provisions  of  the  Company's  Bylaws  are  in
compliance  with  Article  2.02-1 of the  Texas  Business  Corporation  Act (the
"TBCA"). The TBCA further provides that a corporation shall indemnify a director
or officer against  reasonable  expense incurred in connection with a proceeding
in which he is a party because of his corporate position,  if he has been wholly
successful, on the merits or otherwise, in the defense of the proceeding.

         The Company has  purchased  and  maintains  insurance  on behalf of its
directors  and officers  against  liability  resulting  from, or arising out of,
their status or capacity as directors and officers of the Company.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended (the  "Securities  Act") may be permitted to directors,
officers  or  persons   controlling  the  Company   pursuant  to  the  foregoing
provisions,  the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         The  restricted  securities to be reoffered or resold  pursuant to this
Registration  Statement were issued without registration because such securities
were granted, without consideration,  to the recipient and therefor the issuance
did not require an investment decision or involve the sale of a security.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

         Exhibit        Description of Exhibit

         4.1*           1995 Stock Plan (10)
         4.2**          Form of Incentive Stock Option Agreement
         4.3**          Form of Nonstatutory Stock Option Agreement
         4.4**          Form of Restricted Stock Agreement







CORPDAL:53223.1  14047-00001
                                      II-3

<PAGE>





         5.1**       Opinion of Jenkens & Gilchrist, a Professional Corporation.
         23.1        Consent of Jenkens & Gilchrist, a Professional Corporation
                     (included in their opinion filed as Exhibit 5.1).
         23.2**      Consent of KPMG Peat Marwick LLP
         24.1        Power of Attorney (see signature page of this
                     registration statement).

-------------------------

         *  Incorporated   by  reference  from  the  exhibit  number  listed  in
parentheses of the  registrant's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1996.

         **         Filed herewith.

ITEM 9.  UNDERTAKINGS.

         A.         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
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                    (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; and

                    (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.

         B. The undersigned  registrant  hereby undertakes 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 the 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.

         C.  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  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore,

CORPDAL:53223.1  14047-00001
                                      II-4

<PAGE>



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  of 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.



CORPDAL:53223.1  14047-00001
                                      II-5

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Dallas, Texas, on November 22, 1996:

                                          EL CHICO RESTAURANTS, INC.


                                       By: /s/Wallace A. Jones
                                          --------------------------
                                          Wallace A. Jones
                                          Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby  constitutes and appoints  Wallace A. Jones and Lawrence E.
White, and each of them, each with full power to act without the other, his true
and lawful  attorneys-in-fact  and agents,  each with full power of substitution
and  resubstitution  for him and in his name,  place and  stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates included:


SIGNATURE                          CAPACITY                         DATE
/s/Wallace A. Jones
-------------------           Chief Executive Officer         November 22, 1996
Wallace A. Jones              (Principal Executive Officer)
                               and Director
/s/Lawrence E. White
--------------------          Executive Vice President        November 22, 1996
Lawrence E. White             and Chief Financial
                              Officer (Principal Financial
                              and Accounting Officer)
/s/Grahame N. Clark, Jr.
---------------------         Director                        November 18, 1996
Grahame N. Clark, Jr.


CORPDAL:53223.1  14047-00001
                                      II-6

<PAGE>



/s/Jack D. Knox
---------------               Director                        November 19, 1996
Jack D. Knox


 /s/Joseph V. Mariner
---------------------         Director                        November 22, 1996
Joseph V. Mariner, Jr.

/s/Joseph S. Thomson
--------------------          Chairman of the Board           November 22, 1996
Joseph S. Thomson             of Directors



CORPDAL:53223.1  14047-00001
                                      II-7
[{"type": "S-8", "sequence": "1", "description": "EL CHICO RESTAURANTS, INC. FORM S-8", "secsgml_size_bytes": 36511}]
{"company-data": {"conformed-name": "EL CHICO RESTAURANTS INC", "cik": "0000719961", "assigned-sic": "5812", "irs-number": "750982250", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16699", "film-number": "96671569"}, "business-address": {"street1": "12200 STEMMONS FREEWAY", "street2": "STE 100", "city": "DALLAS", "state": "TX", "zip": "75234", "phone": "2142415500"}, "mail-address": {"street1": "12200 STEMMONS FREEWAY", "street2": "STE 100", "city": "DALLAS", "state": "TX", "zip": "75234"}, "former-company": [{"former-conformed-name": "SOUTHWEST CAFES INC", "date-changed": "19920703"}, {"former-conformed-name": "EL CHICO CORP/TX", "date-changed": "19910109"}]}
As filed with the Securities and Exchange Commission on November 25, 1996
                                            Registration No.333- _____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                           EL CHICO RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)
                     TEXAS                                   75-0982250
        (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                   Identification No.)

           12200 STEMMONS, SUITE 100
                 DALLAS, TEXAS                                 75234
   (Address of principal executive offices)                  (Zip Code)
                             -----------------------

                   EL CHICO RESTAURANTS, INC. 1995 STOCK PLAN
                            (Full title of the plan)
                             -----------------------
               LAWRENCE E. WHITE                              COPY TO:
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER    RONALD J. FRAPPIER, ESQ.
          EL CHICO RESTAURANTS, INC.                       JENKENS & GILCHRIST
           12200 STEMMONS, SUITE 100                  A PROFESSIONAL CORPORATION
             DALLAS, TEXAS  75234                   1445 ROSS AVENUE, SUITE 3200
                 (972)241-5500                            DALLAS, TEXAS  75202
      (Name, address and telephone number
   including area code of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE
Proposed                    Proposed
  Title of                                             maximum                     maximum
 securities                   Amount                    offering                   aggregate             Amount of
   to be                        to be                     price                     offering             registration
 registered                 registered(1)              per share(2)(3)             price(2)(3)             fee (3)
------------------------------------------------------------------------------------------------------------------
Common Stock                400,000                      $10.00                   $3,455,200             $ 1,047
----------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416,  this  Registration  Statement  is deemed to
include  additional shares of Common Stock issuable under the terms of the Plans
to prevent  dilution  resulting  from any future stock split,  stock dividend or
similar transaction.
       (2) Estimated solely for the purpose of calculating the registration fee.
       (3) Calculated pursuant to Rule 457(c) and (h). Accordingly,  the price
per share of the Common Stock offered hereunder  pursuant to the 1995 Stock Plan
(the "Plan") is based on (i) 211,200 shares of Common Stock originally allocated
for  issuance  under the Plan but which either have not been subject to award or
which have been issued in the form of grants of restricted stock, at a price per
share of $7.813,  which is the average of the highest and lowest  selling  price
per share of Common  Stock on the National  Association  of  Securities  Dealers
Automated  Quotation  System  ("NASDAQ")  National Market System on November 20,
1996; and (ii) the following  shares of Common Stock reserved for issuance under
the Plan and subject to options  granted  thereunder at the  following  exercise
prices:

                           No. of Shares of Common Stock       Exercise Price
                               Reserved for Issuance             Per Share

                                     148,250                     $ 10.0000
                                      32,000                     $   7.9375
                                       7,775                     $   8.0000
                                         775                     $   8.25

CORPDAL:53223.1  14047-00001
EXPLANATORY NOTE

         The  information  required by Items 1 and 2 of Part I of Form S-8 to be
contained in the Section  10(a)  prospectus  is omitted  from this  Registration
Statement in accordance with Rule 428 of the Securities Act of 1933, as amended,
and the Note to Part I of Form S-8.

         Included  in Part I of this  Registration  Statement  on Form  S-8 is a
reoffer prospectus  concerning  reoffers and resales of certain of the shares of
Common  Stock  registered  hereby,   which  is  filed  in  reliance  on  General
Instruction C to Form S-8.

CORPDAL:53223.1  14047-00001
2,000 SHARES
                           EL CHICO RESTAURANTS, INC.
                                  COMMON STOCK

         This Prospectus  relates to an aggregate of 2,000 shares (the "Shares")
of Common  Stock,  par value  $.10 per share  (the  "Common  Stock") of El Chico
Restaurants, Inc. (the "Company"), which may be offered from time to time by the
respective Selling  Shareholders.  See "Selling  Shareholders." The Company will
receive no part of the proceeds from such sales. See "Plan of Distribution." All
expenses  (other than  commissions  and  discounts of  underwriters,  dealers or
agents)   incurred  in  connection  with  this  offering  are  estimated  to  be
approximately $3,000.
All of such expenses will be paid by the Company.

         The Company has been advised by the Selling  Shareholders that they may
sell all or a portion of the Shares offered by this Prospectus from time to time
(i) in the  over-the-counter  market  or on the  National  Market  System of the
National   Association  of  Securities   Dealers   Automated   Quotation  System
("NASDAQ/NMS")  at  prices  prevailing  at the time of such  sales or at  prices
reasonably related thereto,  (ii) otherwise than in the over-the-counter  market
or on  NASDAQ/NMS  at  market  prices  prevailing  at the time of the sale or at
negotiated prices, or (iii) by a combination of the foregoing methods of sale. A
Selling Shareholder and any broker,  dealer or other agent executing sell orders
on behalf of a Selling Shareholder may be deemed to be "underwriters" within the
meaning of the Securities  Act of 1933, as amended (the  "Securities  Act"),  in
which  event  commissions  received by any such  broker,  dealer or agent may be
deemed to be underwriting commissions under the Securities Act.

         The Common  Stock of the Company is traded on  NASDAQ/NMS.  On November
20, 1996, the last reported  closing price of the Common Stock on the NASDAQ/NMS
was $7.625 per share.

                               -------------------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
     NOR HAS THE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED UPON
     THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

                               -------------------

                The date of this Prospectus is November 25, 1996.

CORPDAL:53223.1  14047-00001
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance  therewith,  files  periodic  reports,  proxy  statements  and  other
information with the Securities and Exchange Commission (the "Commission"). Such
periodic reports,  proxy statements,  and other information can be inspected and
copied at the public reference  facilities  maintained by the Commission at Room
1024,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  and at the following
regional offices of the Commission:  New York Regional Office, Seven World Trade
Center,  Thirteenth  Floor,  New York, NY 10048;  and Chicago  Regional  Office,
Northwestern  Atrium Center, 500 West Madison Street,  Suite 1400,  Chicago,  IL
60661.  Copies of such  material  can be obtained at  prescribed  rates from the
Public  Reference  Section  of  the  Commission  at  450  Fifth  Street,   N.W.,
Washington,   D.C.   20549.   The   Commission   also   maintains   a  web  site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file documents  electronically with
the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (1)      The Company's Annual Report on Form 10-K filed with the
Commission for the fiscal year ended December 31, 1995;

         (2) The  Company's  Quarterly  Reports  on Form  10-Q  filed  with  the
Commission for the quarters  ended March 31, 1996,  June 30, 1996, and September
30, 1996;

         (3) The  description of the Common Stock set forth in the  Registration
Statement on Form 8-A dated August 28, 1984,  including  any amendment or report
filed for the purpose of updating such description;

         (4)      The Company's Current Report on Form 8-K dated August 30,
1996, and filed with the Commission;

         (5) All documents filed by the Company with the Commission  pursuant to
Sections  13(a),  13(c), 14 and 15 of the Exchange Act subsequent to the date of
this  Registration  Statement  shall be  deemed  to be  incorporated  herein  by
reference and to be a part hereof from the date of the filing of such  documents
until such time as there shall have been filed a  post-effective  amendment that
indicates that all securities  offered hereby have been sold or that deregisters
the securities remaining unsold at the time of such amendment.

         Any statement  contained in a document  incorporated by reference shall
be deemed to be modified or  superseded  for purposes of this  Prospectus to the
extent  that a statement  contained  hereby or in any other  subsequently  filed
document or in an accompanying prospectus supplement modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company undertakes to provide without charge to each person to whom
this  Prospectus  is delivered,  upon written or oral request of such person,  a
copy of all documents

CORPDAL:53223.1  14047-00001
                                       -2-
incorporated herein by reference,  other than exhibits.  All requests for copies
of such documents should be directed to: Susan R. Holland, El Chico Restaurants,
Inc.,  12200 Stemmons,  Suite 100, Dallas,  Texas 75234,  telephone number (972)
888-8112.

                              SELLING SHAREHOLDERS

         This  Prospectus  covers  resales of shares of restricted  Common Stock
which were awarded to certain non-employee directors of the Company under the El
Chico Restaurants,  Inc. 1995 Stock Plan (the "1995 Stock Plan") on May 2, 1996.
The participants who have been awarded the Shares pursuant to the above employee
benefit plan are collectively  referred to herein as the "Selling  Shareholders"
and each as a "Selling Shareholder." The Shares have been awarded to the Selling
Shareholders  pursuant  to the  terms  of the 1995  Stock  Plan,  and are  owned
respectively by each of the Selling Shareholders in the amounts as listed in the
table below.

         On May 2, 1996, the shareholders of the Company approved the 1995 Stock
Plan. The 1995 Stock Plan provides,  among other things,  that each non-employee
who served as a director  of the  Company  both before and after the 1996 Annual
Meeting of Shareholders  held on May 2, 1996 be awarded 500 shares of restricted
Common Stock of the Company.  Such awards were made at no cost to the recipient.
Pursuant to the terms of the 1995 Stock Plan,  the shares of  restricted  Common
Stock  awarded to the  non-employee  directors of the Company on May 2, 1996 are
subject to forfeiture,  upon the occurrence of certain events, until November 2,
1996.

         The  following  table sets  forth,  as of  October  31,  1996,  certain
information  regarding  the  beneficial  ownership  of the  Common  Stock of the
Company as held by the Selling Shareholders:

CORPDAL:53223.1  14047-00001
                                       -3-
Common Stock Beneficially                                       Common Stock
                                             Owned                       Shares of              Beneficially Owned
                                     Prior to Offering (1)              Common Stock             After Offering (3)
                                     ---------------------                                               ----------
                                    Number         Percent (2)             Offered          Number              Percent(2)
                                    ------                                 -------          ------              ----------
       Name and Position
        in the Company
Joseph S. Thomson                  37,000(4)           *                     500            36,500                  *
  Director

Grahame N. Clark, Jr.              12,500(4)           *                     500            12,000                  *
  Director

Jack D. Knox                       22,500(4)           *                     500            22,000                  *
  Director

Joe V. Mariner, Jr.                14,296(4)           *                     500            13,796                  *
  Director
*        Less than one percent (1%)

(1)      Unless  otherwise  indicated,  the persons named in the table have sole
         voting and investment  power with respect to all shares of Common Stock
         beneficially   owned,   subject  to  community   property   laws  where
         applicable.
(2)      As of October 31, 1996, there were 3,716,663 shares of Common Stock
         issued and outstanding.
(3)      Assumes that all of the shares of Common Stock offered hereby are
         actually sold.
(4)      Includes shares which may be acquired within 60 days of October 31,
         1996, pursuant to the exercise of stock options as follows: Mr.Thompson
         --20,000  shares;  Mr.  Clark--10,000 shares; Mr.  Knox--20,000 shares;
         Mr. Mariner--10,000 shares. Also includes the 500 shares of  restricted
         Common Stock awarded to each of the aforementioned non-employee
         directors on May 2, 1996.

                              PLAN OF DISTRIBUTION

         This  Prospectus  covers the sale by the  Selling  Shareholders  of the
Shares.  The Shares were  acquired by the Selling  Shareholders  pursuant to the
1995 Stock Plan. See "Selling Shareholders." The Company has been advised by the
Selling  Shareholders  that they  intend to sell all or a portion  of the Shares
offered by this Prospectus from time to time (i) in the over-the-counter  market
or on  NASDAQ/NMS  at prices  prevailing  at the time of such sales or at prices
reasonably related thereto,  (ii) otherwise than in the over-the-counter  market
on NASDAQ/NMS  at market prices  prevailing at the time of sale or at negotiated
prices,  or (iii) by a combination or the foregoing methods of sale. The Selling
Shareholders  and any  broker,  dealer or other agent  executing  sell orders on
behalf of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event commissions  received by a broker,
dealer  or  agent  may  be  deemed  to be  underwriting  commissions  under  the
Securities Act. Such commissions received by a broker, dealer or agent may be in
excess of customary compensation.

         The Company will pay all of the costs,  expenses  and fees  incident to
the offering and sale of the Shares to the public,  other than  commissions  and
discounts of underwriters, brokers, dealers or agents not paid by the purchasers
of the Shares.

CORPDAL:53223.1  14047-00001
                                       -4-
LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon for
the  Company by  Jenkens &  Gilchrist,  a  Professional  Corporation,  1445 Ross
Avenue, Suite 3200, Dallas, Texas 75202-2711.

                                     EXPERTS

         The consolidated  financial statements included in the Company's Annual
Report on Form 10-K for the  fiscal  year  ended  December  31,  1995 (the "Form
10-K"),  have been  incorporated  by reference in this Prospectus in reliance on
the report of KPMG Peat Marwick LLP,  independent  certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

                             ADDITIONAL INFORMATION

         The  Company has filed with the  Securities  and  Exchange  Commission,
Washington,  D.C., a Registration Statement on Form S-8 under the Securities Act
with respect to the Shares offered hereby.  This Prospectus does not contain all
the information  included in such  Registration  Statement,  certain portions of
which are omitted as permitted by the rules and  regulations of the  Commission.
The Registration Statement, including the exhibits and schedules filed herewith,
may be inspected at the principal offices of the Commission in Washington, D.C.,
without charge, and copies of the material contained herein may be obtained from
the  Commission  upon payment of the  applicable  copying  charges.  For further
information with respect to the Company and the Shares offered hereby, reference
is made to the Registration Statement and such exhibits and schedules.

CORPDAL:53223.1  14047-00001
                                       -5-
NO  PERSON  HAS  BEEN  AUTHORIZED  TO GIVE  ANY  INFORMATION  OR TO MAKE  ANY
REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  AND IF GIVEN OR
MADE, SUCH  INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE SELLING  SHAREHOLDERS.  THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,  ANY SECURITIES  OTHER
THAN THE SHARES OFFERED  HEREBY,  OR IN ANY STATE OR  JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR  ANY  SALE  MADE  HEREUNDER  SHALL,  UNDER  ANY  CIRCUMSTANCES,   CREATE  AN
IMPLICATION THAT THE INFORMATION  HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.

                   ------------------------------------------
                                TABLE OF CONTENTS
                   ------------------------------------------

                                                                            Page
Available Information.......................................................   2
Incorporation of Certain Documents by
   Reference................................................................   2
Selling Shareholders........................................................   3
Plan of Distribution........................................................   4
Legal Matters...............................................................   5
Experts.....................................................................   5
Additional Information......................................................   5

                   ------------------------------------------

                                  2,000 SHARES

                           EL CHICO RESTAURANTS, INC.

                                  COMMON STOCK

                   ------------------------------------------

                                   PROSPECTUS

                   ------------------------------------------

                                November 25, 1996

CORPDAL:53223.1  14047-00001
                                       -6-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

                  (1) the registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended December 31, 1995;

                  (2) the registrant's Quarterly Reports on Form 10-Q filed with
         the Commission  for the quarters  ended March 31, 1996,  June 30, 1996,
         and September 30, 1996;

                  (3) the  description  of the Common Stock,  par value $.10 per
         share,  of  the  registrant  (the  "Common  Stock")  set  forth  in the
         Registration Statement on Form 8-A dated August 28, 1984, including any
         amendment or report filed for the purpose of updating such description.

                  (4) The  registrant's  Current Report on Form 8-K dated August
         30, 1996, and filed with the Commission.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities and Exchange Act of 1934,
as amended (the  "Exchange  Act"),  subsequent to the date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

CORPDAL:53223.1  14047-00001
                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Restated Articles of Incorporation,  as amended,  provide
that the Company may  indemnify  any person who is or was an officer,  director,
agent or  employee  of the  Company,  or who  serves or  served  as a  director,
officer,   agent,   employee,   partner  or  trustee  in  another   corporation,
partnership,  joint  venture,  trust or other  enterprise  at the request of the
Company under the following  terms and  conditions.  If the legal  proceeding in
question is on behalf of the Company,  the Company shall  indemnify  such person
for his expenses  reasonably and actually  incurred in defending or settling the
suit if he is  successful  on the merits or  otherwise or he acted in good faith
and in a manner he  reasonably  believed  to be in, or not  opposed to, the best
interests of the  Company,  but not if the matter is one as to which he has been
adjudged  liable for negligence or misconduct in the  performance of his duties,
unless  the court in which the suit is  brought  determines  that he fairly  and
reasonably is entitled to  indemnification  for certain  expenses.  In all other
cases, the Company shall indemnify such person for his expenses, amounts paid in
settlement, judgments and fines, provided the person is successful on the merits
or otherwise, or he acted in good faith in a manner he reasonably believed to be
in, or not opposed to, the Company's best interests.  Moreover, if the action is
a criminal proceeding,  the Company need indemnify such person only if he had no
reason to believe his conduct was unlawful.  The Company may  authorize  advance
payments  to such person  under  certain  circumstances,  and may  purchase  and
maintain  insurance on behalf of any such person against any liability  incurred
by him in such  position,  regardless  of whether  the Company  could  otherwise
indemnify him under the Restated Articles of Incorporation, as amended.

         The Company's  Bylaws provide that the Company shall indemnify a person
who was or is an officer or director of the Company who was, is or is threatened
to be, named a defendant in a legal  proceeding by virtue of his position in the
Company if it is determined that the person (i) conducted himself in good faith,
(ii) reasonably believed,  in the case of conduct in his official capacity as an
officer or director of the Company,  that his conduct was in the Company's  best
interests,  and in all other cases, that his conduct was at least not opposed to
the Company's best  interests and (iii) in the case of any criminal  proceeding,
had no reasonable cause to believe his conduct was unlawful. However, a director
may not be indemnified for  obligations  resulting from a proceeding in which he
is found liable on the basis that personal  benefit was  improperly  received by
him or in which he is found liable to the Company.  A person may be  indemnified
within the above limitations against judgments,  penalties,  fines,  settlements
and reasonable expenses actually incurred,  but if the proceeding was brought by
or on behalf of the  Company,  the  indemnification  is  limited  to  reasonable
expenses actually incurred by the person in connection with the proceeding.  The
Bylaws also permit the Company to purchase and  maintain  insurance on behalf of
any person  who is or was an officer or  director  of the  Company  against  any
liability  asserted  against him or incurred by him in such  capacity or arising
out of his status as such a person, regardless of whether the Company would have
the power to  indemnify  him  against  that  liability  under  the  Bylaws or by
statute.  Under certain  circumstances,  the Company may advance  expenses to an
officer or director.  The Bylaws also  provide  that the Company may  indemnify,
advance  expenses to and purchase and maintain  insurance on behalf of agents or
employees  of the Company or persons  who are or were  serving at the request of
the Company as a director,  officer,  partner,  venturer,  proprietor,  trustee,
employee, agent or similar functionary of another

CORPDAL:53223.1  14047-00001
                                      II-2
corporation,  partnership,  joint venture, trust or other enterprise to the same
extent that it is required to indemnify  and advance  expenses to, and permitted
to maintain insurance on behalf of, officers and directors.

         The   indemnification   provisions  of  the  Company's  Bylaws  are  in
compliance  with  Article  2.02-1 of the  Texas  Business  Corporation  Act (the
"TBCA"). The TBCA further provides that a corporation shall indemnify a director
or officer against  reasonable  expense incurred in connection with a proceeding
in which he is a party because of his corporate position,  if he has been wholly
successful, on the merits or otherwise, in the defense of the proceeding.

         The Company has  purchased  and  maintains  insurance  on behalf of its
directors  and officers  against  liability  resulting  from, or arising out of,
their status or capacity as directors and officers of the Company.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended (the  "Securities  Act") may be permitted to directors,
officers  or  persons   controlling  the  Company   pursuant  to  the  foregoing
provisions,  the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         The  restricted  securities to be reoffered or resold  pursuant to this
Registration  Statement were issued without registration because such securities
were granted, without consideration,  to the recipient and therefor the issuance
did not require an investment decision or involve the sale of a security.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

         Exhibit        Description of Exhibit

         4.1*           1995 Stock Plan (10)
         4.2**          Form of Incentive Stock Option Agreement
         4.3**          Form of Nonstatutory Stock Option Agreement
         4.4**          Form of Restricted Stock Agreement

CORPDAL:53223.1  14047-00001
                                      II-3
5.1**       Opinion of Jenkens & Gilchrist, a Professional Corporation.
         23.1        Consent of Jenkens & Gilchrist, a Professional Corporation
                     (included in their opinion filed as Exhibit 5.1).
         23.2**      Consent of KPMG Peat Marwick LLP
         24.1        Power of Attorney (see signature page of this
                     registration statement).

-------------------------

         *  Incorporated   by  reference  from  the  exhibit  number  listed  in
parentheses of the  registrant's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1996.

         **         Filed herewith.

ITEM 9.  UNDERTAKINGS.

         A.         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
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                    (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; and

                    (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.

         B. The undersigned  registrant  hereby undertakes 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 the 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.

         C.  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  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore,

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                                      II-4
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  of 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.

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                                      II-5
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Dallas, Texas, on November 22, 1996:

                                          EL CHICO RESTAURANTS, INC.

                                       By: /s/Wallace A. Jones
                                          --------------------------
                                          Wallace A. Jones
                                          Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby  constitutes and appoints  Wallace A. Jones and Lawrence E.
White, and each of them, each with full power to act without the other, his true
and lawful  attorneys-in-fact  and agents,  each with full power of substitution
and  resubstitution  for him and in his name,  place and  stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates included:

SIGNATURE                          CAPACITY                         DATE
/s/Wallace A. Jones
-------------------           Chief Executive Officer         November 22, 1996
Wallace A. Jones              (Principal Executive Officer)
                               and Director
/s/Lawrence E. White
--------------------          Executive Vice President        November 22, 1996
Lawrence E. White             and Chief Financial
                              Officer (Principal Financial
                              and Accounting Officer)
/s/Grahame N. Clark, Jr.
---------------------         Director                        November 18, 1996
Grahame N. Clark, Jr.

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                                      II-6
/s/Jack D. Knox
---------------               Director                        November 19, 1996
Jack D. Knox

 /s/Joseph V. Mariner
---------------------         Director                        November 22, 1996
Joseph V. Mariner, Jr.

/s/Joseph S. Thomson
--------------------          Chairman of the Board           November 22, 1996
Joseph S. Thomson             of Directors

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