As filed with the Securities and Exchange
    Commission on June 20, 2011
 
 Registration No. 333-173579
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  
 Amendment No. 2
 
 to
 Form S-4
 REGISTRATION STATEMENT UNDER
    THE SECURITIES ACT OF 1933
  LRI Holdings, Inc.*
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware

5812

20-5894571(State or other jurisdiction
    of
    incorporation)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer Identification
    No.)  3011 Armory Drive,
    Suite 300
 Nashville, Tennessee
    37204
 (615) 885-9056
 (Address, including Zip Code,
    and Telephone Number, including Area Code, of Registrants
    Principal Executive Offices)
  Amy L. Bertauski
 Chief Financial
    Officer
 LRI Holdings, Inc.
 3011 Armory Drive,
    Suite 300
 Nashville, Tennessee
    37204
 (615) 885-9056
 (Name, Address, including Zip
    Code, and Telephone Number, including Area Code, of Agent for
    Service)
  With a copy to:
  Peter J.
    Loughran, Esq.
 Debevoise & Plimpton
    LLP
 919 Third Avenue
 New York, New York
    10022
 (212) 909-6000
 *
    
    Information regarding additional
    registrants is contained in the Table of Additional Registrants
    on the following page.  o
 o
 o
 Rule 12b-2
 Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ(Do not check if a smaller
    reporting company)

Smaller reporting
    company o   Rule 13e-4(i) o
 Rule 14d-1(d) o
 CALCULATION
    OF REGISTRATION FEE
  Proposed Maximum


Proposed MaximumTitle of Each Class of


Amount to be


Offering Price


Aggregate Offering


Amount ofSecurities to be Registered


Registered


Per Unit(1)


Price


Registration Fee(2)10.75% Senior Secured Notes due 2017 of Logans
    Roadhouse, Inc.



$355,000,000




100%




$355,000,000




$41,215.50(2)Guarantee of 10.75% Senior Secured Notes due 2017 by LRI
    Holdings, Inc.


















None(3)Guarantee of 10.75% Senior Secured Notes due 2017 by
    Logans Roadhouse of Kansas, Inc.


















None(3)Guarantee of 10.75% Senior Secured Notes due 2017 by
    Logans Roadhouse of Texas, Inc.


















None(3)Total



$355,000,000




100%




$355,000,000




$41,215.50(2)  (1)
    
    Estimated solely for the purpose of
    calculating the registration fee in accordance with
    Rule 457(f) promulgated under the Securities Act of 1933,
    as amended.(2)
    
    The registration fee has been
    calculated under Rule 457(f) of the Securities Act.
    Previously paid.(3)
    
    LRI Holdings, Inc., Logans
    Roadhouse of Kansas, Inc. and Logans Roadhouse of Texas,
    Inc. will fully and unconditionally guarantee the senior secured
    notes being registered hereby. Pursuant to Rule 457(n)
    under the Securities Act, no separate fee for the guarantee is
    payable.  The registrant hereby amends this registration statement on
    such date or dates as may be necessary to delay its effective
    date until the registrant shall file a further amendment which
    specifically states that this registration statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act or until this registration statement shall
    become effective on such date as the SEC, acting pursuant to
    said Section 8(a), may determine.




---



##### 





Table of
    Additional Registrants
  State or OtherJurisdiction ofExact Name of Registrant

Incorporation

I.R.S. Employeras Specified in its Charter

or Organization

Identification NumberLogans Roadhouse, Inc.*

Issuer

Tennessee

62-1602074Logans Roadhouse of Kansas, Inc.*

Subsidiary Guarantor

Kansas

20-5948716Logans Roadhouse of Texas, Inc.*

Subsidiary Guarantor

Texas

74-2902372     *
    
    The address including zip code and telephone number including
    area code for each additional registrant is 3011 Armory Drive,
    Suite 300, Nashville, TN 37204,
    (615) 885-9056.




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##### 



EXPLANATORY
    NOTE
 
 
  No. 333-173579).




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##### 



PART II
  INFORMATION
    NOT REQUIRED IN THE PROSPECTUS
  ITEM 20.
    INDEMNIFICATION
    OF DIRECTORS AND OFFICERS  LRI
    Holdings, Inc.
            Logans
    Roadhouse, Inc.
   II-1




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##### 



Logans
    Roadhouse of Kansas, Inc.
  Section 17-6305 (Section 17-6305)
  Section 17-6305
 II-2




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##### 



Section 17-6305.
    Logans
    Roadhouse of Texas, Inc.
       II-3




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##### 



ITEM 21.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES      ExhibitNumber

Description2
.1

Agreement and Plan of Merger, dated as of August 27, 2010, by
    and among LRI Holdings, Inc., Roadhouse Parent Inc., Roadhouse
    Merger Inc. and LRI Acquisition, LLC, as the Stockholders
    Representative.*3
.1

Amended and Restated Certificate of Incorporation of LRI
    Holdings, Inc.*3
.2

Amended and Restated By-Laws of LRI Holdings, Inc.*3
.3

Amended and Restated Charter (as amended) of Logans
    Roadhouse, Inc.*3
.4

Amended and Restated Bylaws of Logans Roadhouse, Inc.*3
.5

Articles of Incorporation of Logans Roadhouse of Texas,
    Inc.*3
.6

By-Laws of Logans Roadhouse of Texas, Inc.*3
.7

For Profit Articles of Incorporation of Logans Roadhouse
    of Kansas, Inc.*3
.8

By-Laws of Logans Roadhouse of Kansas, Inc.*4
.1

Credit Agreement, dated as of October 4, 2010, among Roadhouse
    Merger Inc. (to be merged with and into LRI Holdings, Inc.) and
    Roadhouse Financing Inc. (to be merged with and into
    Logans Roadhouse, Inc.), as Borrower, the Several Lenders
    from Time to Time Parties thereto, JPMorgan Chase Bank, N.A.,
    Credit Suisse AG, as Co-Documentation Agents, Credit Suisse AG,
    as Syndication Agent, and JPMorgan Chase Bank, N.A., as
    Administrative Agent, together with the Joinder to the Credit
    Agreement, dated as of October 4, 2010, made by LRI Holdings,
    Inc. and Logans Roadhouse, Inc. for the benefit of the
    Lenders under the Credit Agreement.*4
.2

First Lien Guarantee and Collateral Agreement, dated as of
    October 4, 2010, made by Roadhouse Merger Inc. (to be merged
    with and into LRI Holdings, Inc.) and Roadhouse Financing Inc.
    (to be merged with and into Logans Roadhouse, Inc.) and
    the Guarantors Identified Therein, in favor of JPMorgan Chase
    Bank, N.A., as Administrative Agent, together with the
    Assumption Agreement to the First lien Guarantee and the
    Collateral Agreement, dated October 4, 2010, made by LRI
    Holdings, Inc., Logans Roadhouse, Inc., Logans
    Roadhouse of Texas, Inc. and Logans Roadhouse of Kansas,
    Inc. in favor of JPMorgan Chase Bank N.A., as Administrative
    Agent under the Credit Agreement.*4
.3

Security Agreement, dated as of October 4, 2010, made by
    Roadhouse Merger Inc. (to be merged with and into LRI Holdings,
    Inc.) and Roadhouse Financing Inc. (to be merged with and into
    Logans Roadhouse, Inc.), in favor of Wells Fargo Bank,
    National Association, as Collateral Agent, together with the
    Joinder Agreement to Security Agreement dated as of October 4,
    2010 made by LRI Holdings, Inc., Logans Roadhouse, Inc.,
    Logans Roadhouse of Texas, Inc., Logans Roadhouse of
    Kansas, Inc., in favor of Wells Fargo Bank, National
    Association, as Collateral Agent under the Security Agreement.*4
.4

Intercreditor Agreement, dated as of October 4, 2010, among
    JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo
    Bank, National Association, as Collateral Agent, Roadhouse
    Financing Inc. (to be merged with and into Logans
    Roadhouse, Inc.), and each of the other Loan Parties party
    thereto, together with the Joinder to Intercreditor Agreement
    dated as of October 4, 2010 by LRI Holdings, Inc., Logans
    Roadhouse, Inc., Logans Roadhouse of Texas, Inc.,
    Logans Roadhouse of Kansas, Inc., in favor of JPMorgan
    Chase Bank, N.A.  and Wells Fargo Bank, National Association.*4
.5

Indenture, dated as of October 4, 2010, among Roadhouse
    Financing Inc. (to be merged with and into Logans
    Roadhouse, Inc.), Roadhouse Merger Inc. (to be merged with and
    into LRI Holdings, Inc.) and Wells Fargo Bank, National
    Association, as Trustee and Wells Fargo Bank, National
    Association, as Collateral Agent, relating to the
    10.75% Senior Secured Notes due 2017, together with the
    Supplemental Indenture for Merger entered into as of October 4,
    2010 by and among Logans Roadhouse, Inc., LRI Holdings,
    Inc., Logans Roadhouse of Texas, Inc., Logans
    Roadhouse of Kansas, Inc., Wells Fargo Bank, National
    Association, as Trustee and Wells Fargo Bank, National
    Association, as Collateral Agent under the Indenture.*4
.6

Form of 10.75% Senior Secured Note due 2017 (included in
    Exhibit 4.5 hereto).* II-4




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##### 



ExhibitNumber

Description4
.7

Registration Rights Agreement, dated as of October 4, 2010, by
    and among Roadhouse Financing Inc., Roadhouse Merger Inc., and
    J.P. Morgan Securities LLC and Credit Suisse Securities
    (USA) LLC, relating to the 10.75% Senior Secured Notes due
    2017, together with the Joinder to Registration Rights Agreement
    dated October 4, 2010 by and among Roadhouse Financing Inc.,
    Roadhouse Merger Inc., and J.P. Morgan Securities LLC and
    Credit Suisse Securities (USA) LLC.*5
.1

Opinion of Debevoise & Plimpton LLP.*5
.2

Opinion of Bass, Berry & Sims PLC.5
.3

Opinion of Stinson Morrison Hecker LLP.*5
.4

Opinion of Brown McCarroll, L.L.P.*10
.1

Employment agreement with G. Thomas Vogel, effective as of March
    23, 2011.*10
.2

Roadhouse Holding Inc. Stock Incentive Plan.*10
.3

Stockholders Agreement, dated November 19, 2010,
    among Roadhouse Holding Inc., Kelso Investment
    Associates VIII, L.P., Stephen R. Anderson, Amy L.
    Bertauski, David Cavallin, Scott Dever, Robert R. Effner, James
    B. Kuehnhold, Paul S. Pendleton, Lynne D. Wildman and George T.
    Vogel.*10
.4

Advisory Agreement, dated October 4, 2010, between Logans
    Roadhouse, Inc. and Kelso & Company, L.P.*10
.5

Stockholders Registration Rights Agreement, dated as of
    November 19, 2010, among Roadhouse Holding Inc., Kelso
    Investment Associates VIII, L.P., KEP VI, LLC, Stephen R.
    Anderson, Amy L. Bertauski, David Cavallin, Scott Dever, Robert
    R. Effner, James B. Kuehnhold, Paul S. Pendleton, Lynne D.
    Wildman and George T. Vogel.*10
.6

Form of Stock Option Agreement.*10
.7

Logans Roadhouse, Inc. Non-Qualified Savings Plan.*10
.8

Logans Roadhouse, Inc. Non-Qualified Savings Plan, Rabbi
    Trust Agreement.*10
.9

Logans Roadhouse, Inc. 2007 Stock Option Plan.*12
.1

Statement regarding Computation of Ratios of Earnings to Fixed
    Charges.*21
.1

List of Subsidiaries.*23
.1

Consent of Deloitte & Touche LLP.*23
.2

Consent of Debevoise & Plimpton LLP (included in Exhibit
    5.1).*23
.3

Consent of Bass, Berry & Sims PLC (included in Exhibit 5.2).23
.4

Consent of Stinson Morrison Hecker LLP (included in Exhibit
    5.3).*23
.5

Consent of Brown McCarroll, L.L.P. (included in Exhibit 5.4).*25
.1

Form T-1 Statement of Eligibility of Wells Fargo Bank, National
    Association.*99
.1

Form of Letter of Transmittal.*99
.2

Form of Notice of Guaranteed Delivery.*99
.3

Form of Letter to Nominee.*99
.4

Form of Letter to Clients.*99
.5

Instruction to Registered Holder or DTC Participant From
    Beneficial Owner.*  
    
    
    Denotes management contract or compensatory plan or arrangement.*
    
    Previously filed.  ITEM 22.
    UNDERTAKINGS       II-5




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##### 



II-6




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##### 



II-7




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##### 



SIGNATURES
 
  Form S-4
 
    By:
    /s/  Amy
    L. Bertauski   Title:
    Chief Financial Officer and Treasurer 
   
  Signature

Title*G.
    Thomas Vogel

President, Chief Executive Officer and Director (Principal
    Executive Officer)/s/  Amy
    L. BertauskiAmy
    L. Bertauski

Chief Financial Officer and Treasurer (Principal Financial
    Officer and Principal Accounting Officer)*Philip
    E. Berney

Director*Stephen
    C. Dutton

Director*Michael
    P. ODonnell

Director*Stanley
    de J. Osborne

Director   By:

/s/  Amy
    L. BertauskiAmy
    L. Bertauski as attorney-in-fact pursuant to authority granted
    by powers of attorney, copies of which have been previously
    filed
   II-8




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##### 



SIGNATURES
 
  Form S-4
 
    By:
    /s/  Amy
    L. Bertauski   Title:
    Chief Financial Officer and Treasurer 
   
  Signature

Title*G.
    Thomas Vogel

President, Chief Executive Officer and Director (Principal
    Executive Officer)/s/  Amy
    L. BertauskiAmy
    L. Bertauski

Chief Financial Officer and Treasurer (Principal Financial
    Officer and Principal Accounting Officer)*Philip
    E. Berney

Director*Stephen
    C. Dutton

Director*Michael
    P. ODonnell

Director*Stanley
    de J. Osborne

Director   By:

/s/  Amy
    L. BertauskiAmy
    L. Bertauski as attorney-in-fact pursuant to authority granted
    by powers of attorney, copies of which have been previously
    filed
  II-9




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##### 



SIGNATURES
 
  Form S-4
 
    By:
    /s/  Amy
    L. Bertauski   Title:
    Chief Financial Officer
    and Treasurer 
   
  Signature

Title*G.
    Thomas Vogel

President, Chief Executive Officer and Director (Principal
    Executive Officer)/s/  Amy
    L. BertauskiAmy
    L. Bertauski

Chief Financial Officer, Treasurer and Director (Principal
    Financial Officer and Principal Accounting Officer)   By:

/s/  Amy
    L. BertauskiAmy
    L. Bertauski as attorney-in-fact pursuant to authority granted
    by powers of attorney, copies of which have been previously
    filed
   II-10




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##### 



SIGNATURES
 
  Form S-4
 
    By:
    /s/  Amy
    L. Bertauski  Title:
    Assistant Treasurer 
   
  Signature

Title*William
    M. Brown

President, Treasurer and Director (Principal Executive Officer,
    Principal Financial Officer and Principal Accounting Officer)*Robert
    A. Dennison III

Secretary and Director/s/  Amy
    L. BertauskiAmy
    L. Bertauski

Assistant Treasurer and Director   By:

/s/  Amy
    L. BertauskiAmy
    L. Bertauski as attorney-in-fact pursuant to authority granted
    by powers of attorney, copies of which have been previously
    filed
  II-11




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##### 



EXHIBIT INDEX
  ExhibitNumber

Description2
.1

Agreement and Plan of Merger, dated as of August 27, 2010, by
    and among LRI Holdings, Inc., Roadhouse Parent Inc., Roadhouse
    Merger Inc. and LRI Acquisition, LLC, as the Stockholders
    Representative.*3
.1

Amended and Restated Certificate of Incorporation of LRI
    Holdings, Inc.*3
.2

Amended and Restated By-Laws of LRI Holdings, Inc.*3
.3

Amended and Restated Charter (as amended) of Logans
    Roadhouse, Inc.*3
.4

Amended and Restated Bylaws of Logans Roadhouse, Inc.*3
.5

Articles of Incorporation of Logans Roadhouse of Texas,
    Inc.*3
.6

By-Laws of Logans Roadhouse of Texas, Inc.*3
.7

For Profit Articles of Incorporation of Logans Roadhouse
    of Kansas, Inc.*3
.8

By-Laws of Logans Roadhouse of Kansas, Inc.*4
.1

Credit Agreement, dated as of October 4, 2010, among Roadhouse
    Merger Inc. (to be merged with and into LRI Holdings, Inc.) and
    Roadhouse Financing Inc. (to be merged with and into
    Logans Roadhouse, Inc.), as Borrower, the Several Lenders
    from Time to Time Parties thereto, JPMorgan Chase Bank, N.A.,
    Credit Suisse AG, as Co-Documentation Agents, Credit Suisse AG,
    as Syndication Agent, and JPMorgan Chase Bank, N.A., as
    Administrative Agent, together with the Joinder to the Credit
    Agreement, dated as of October 4, 2010, made by LRI Holdings,
    Inc. and Logans Roadhouse, Inc. for the benefit of the
    Lenders under the Credit Agreement.*4
.2

First Lien Guarantee and Collateral Agreement, dated as of
    October 4, 2010, made by Roadhouse Merger Inc. (to be merged
    with and into LRI Holdings, Inc.) and Roadhouse Financing Inc.
    (to be merged with and into Logans Roadhouse, Inc.) and
    the Guarantors Identified Therein, in favor of JPMorgan Chase
    Bank, N.A., as Administrative Agent, together with the
    Assumption Agreement to the First lien Guarantee and the
    Collateral Agreement, dated October 4, 2010, made by LRI
    Holdings, Inc., Logans Roadhouse, Inc., Logans
    Roadhouse of Texas, Inc. and Logans Roadhouse of Kansas,
    Inc. in favor of JPMorgan Chase Bank N.A., as Administrative
    Agent under the Credit Agreement.*4
.3

Security Agreement, dated as of October 4, 2010, made by
    Roadhouse Merger Inc. (to be merged with and into LRI Holdings,
    Inc.) and Roadhouse Financing Inc. (to be merged with and into
    Logans Roadhouse, Inc.), in favor of Wells Fargo Bank,
    National Association, as Collateral Agent, together with the
    Joinder Agreement to Security Agreement dated as of October 4,
    2010 made by LRI Holdings, Inc., Logans Roadhouse, Inc.,
    Logans Roadhouse of Texas, Inc., Logans Roadhouse of
    Kansas, Inc., in favor of Wells Fargo Bank, National
    Association, as Collateral Agent under the Security Agreement.*4
.4

Intercreditor Agreement, dated as of October 4, 2010, among
    JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo
    Bank, National Association, as Collateral Agent, Roadhouse
    Financing Inc. (to be merged with and into Logans
    Roadhouse, Inc.), and each of the other Loan Parties party
    thereto, together with the Joinder to Intercreditor Agreement
    dated as of October 4, 2010 by LRI Holdings, Inc., Logans
    Roadhouse, Inc., Logans Roadhouse of Texas, Inc.,
    Logans Roadhouse of Kansas, Inc., in favor of JPMorgan
    Chase Bank, N.A.  and Wells Fargo Bank, National Association.*4
.5

Indenture, dated as of October 4, 2010, among Roadhouse
    Financing Inc. (to be merged with and into Logans
    Roadhouse, Inc.), Roadhouse Merger Inc. (to be merged with and
    into LRI Holdings, Inc.) and Wells Fargo Bank, National
    Association, as Trustee and Wells Fargo Bank, National
    Association, as Collateral Agent, relating to the
    10.75% Senior Secured Notes due 2017, together with the
    Supplemental Indenture for Merger entered into as of October 4,
    2010 by and among Logans Roadhouse, Inc., LRI Holdings,
    Inc., Logans Roadhouse of Texas, Inc., Logans
    Roadhouse of Kansas, Inc., Wells Fargo Bank, National
    Association, as Trustee and Wells Fargo Bank, National
    Association, as Collateral Agent under the Indenture.*4
.6

Form of 10.75% Senior Secured Note due 2017 (included in
    Exhibit 4.5 hereto).*




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##### 



ExhibitNumber

Description4
.7

Registration Rights Agreement, dated as of October 4, 2010, by
    and among Roadhouse Financing Inc., Roadhouse Merger Inc., and
    J.P. Morgan Securities LLC and Credit Suisse Securities
    (USA) LLC, relating to the 10.75% Senior Secured Notes due
    2017, together with the Joinder to Registration Rights Agreement
    dated October 4, 2010 by and among Roadhouse Financing Inc.,
    Roadhouse Merger Inc., and J.P. Morgan Securities LLC and
    Credit Suisse Securities (USA) LLC.*5
.1

Opinion of Debevoise & Plimpton LLP.*5
.2

Opinion of Bass, Berry & Sims PLC.5
.3

Opinion of Stinson Morrison Hecker LLP.*5
.4

Opinion of Brown McCarroll, L.L.P.*10
.1

Employment agreement with G. Thomas Vogel, effective as of March
    23, 2011.*10
.2

Roadhouse Holding Inc. Stock Incentive Plan.*10
.3

Stockholders Agreement, dated November 19, 2010,
    among Roadhouse Holding Inc., Kelso Investment
    Associates VIII, L.P., Stephen R. Anderson, Amy L.
    Bertauski, David Cavallin, Scott Dever, Robert R. Effner,
    James B. Kuehnhold, Paul S. Pendleton, Lynne D.
    Wildman and George T. Vogel.*10
.4

Advisory Agreement, dated October 4, 2010, between Logans
    Roadhouse, Inc. and Kelso & Company, L.P.*10
.5

Stockholders Registration Rights Agreement, dated as of
    November 19, 2010, among Roadhouse Holding Inc., Kelso
    Investment Associates VIII, L.P., KEP VI, LLC, Stephen R.
    Anderson, Amy L. Bertauski, David Cavallin, Scott Dever, Robert
    R. Effner, James B. Kuehnhold, Paul S. Pendleton, Lynne D.
    Wildman and George T. Vogel.*10
.6

Form of Stock Option Agreement.*10
.7

Logans Roadhouse, Inc. Non-Qualified Savings Plan.*10
.8

Logans Roadhouse, Inc. Non-Qualified Savings Plan, Rabbi
    Trust Agreement.*10
.9

Logans Roadhouse, Inc. 2007 Stock Option Plan.*12
.1

Statement regarding Computation of Ratios of Earnings to Fixed
    Charges.*21
.1

List of Subsidiaries.*23
.1

Consent of Deloitte & Touche LLP.*23
.2

Consent of Debevoise & Plimpton LLP (included in Exhibit
    5.1).*23
.3

Consent of Bass, Berry & Sims PLC (included in Exhibit 5.2).23
.4

Consent of Stinson Morrison Hecker LLP (included in Exhibit
    5.3).*23
.5

Consent of Brown McCarroll, L.L.P. (included in Exhibit 5.4).*25
.1

Form T-1 Statement of Eligibility of Wells Fargo Bank, National
    Association.*99
.1

Form of Letter of Transmittal.*99
.2

Form of Notice of Guaranteed Delivery.*99
.3

Form of Letter to Nominee.*99
.4

Form of Letter to Clients.*99
.5

Instruction to Registered Holder or DTC Participant From
    Beneficial Owner.*  
    
    
    Denotes management contract or compensatory plan or arrangement.*
    
    Previously filed.