As previously announced in 2007, Luby's, Inc. (the "Company") amended the Rights Agreement dated as of April 16, 1991, as previously amended, between the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agreement"), to increase the maximum number of shares of the Company's common stock that Harris J. Pappas and Christopher J. Pappas are permitted to beneficially own from 28% to 33% of the total outstanding shares before triggering a distribution of the common stock purchase rights. That amendment became effective on October 29, 2007 and was publicly announced on October 30, 2007. On February 20, 2009, the Company entered into Amendment No. 8 to the Rights Agreement to, among other things, simplify and clarify the definition of "Exempt Person", which sets forth the ownership threshold applicable to Messrs. Pappas. Messrs. Pappas will continue to be subject to a 33% beneficial ownership threshold.

The foregoing description of Amendment No. 8 to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to Amendment No. 8 to the Rights Agreement, a copy of which is attached as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.

The information contained in Item 1.01 above is incorporated by reference into this Item 3.03.

On January 23, 2009, the Company's stockholders approved the amendment to the Company's Certificate of Incorporation proposed by the Board of Directors to eliminate the classified board structure pursuant to which the Board had been divided into three classes with the members of each class serving three-year terms. Each director, therefore, will serve the remainder of his or her current term and thereafter will be elected to one-year terms at each annual meeting of stockholders. Accordingly, from and after the 2012 annual meeting, the directors no longer will be divided into classes and each director will be elected to a one-year term expiring at the next succeeding annual meeting.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.   Description
4.1           Amendment No. 8 dated as of February 20, 2009 to Rights Agreement dated
              as of April 16, 1991, as amended, between Luby's, Inc. and American
              Stock Transfer & Trust Company, as Rights Agent (incorporated by
              reference to Exhibit 9 to the Company's Form 8-A/A filed with the
              Securities and Exchange Commission on February 23, 2009).