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|               [ X ] | ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|-------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|

|   | [    ] | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|--------|----------------------------|----------------------------------------------------------------------------------------------------|

| Texas                                                                   | 76-0493269                                |
|-------------------------------------------------------------------------|-------------------------------------------|
| (State      or other jurisdiction ofincorporation      or organization) | (IRS      Employer Identification Number) |

| 1135      Edgebrook, Houston, Texas           | 77034-1899      |
|-----------------------------------------------|-----------------|
| (Address      of Principal Executive Offices) | (Zip      Code) |

| Title of Each Class | Name of Each Exchange on Which      Registered |
|---------------------|------------------------------------------------|
| Common      Stock   | Nasdaq      Stock Market LLC                   |

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| ITEM      15. | EXHIBITS      AND CONSOLIDATED FINANCIAL STATEMENTSCHEDULES |
|---------------|-------------------------------------------------------------|

| (a)   | The      following documents are filed as part of this  Report: |
|-----------------|-----------------------------------------------------------------|

| 1.   | Consolidated      Financial Statements: |
|----------------|-----------------------------------------|

|   |    3. | The      following exhibits are filed, furnished or incorporated by reference as      exhibits to this Report as required by Item 601 of Regulation S-K.      The exhibits designated with a cross are management contracts and      compensatory plans and arrangements required to be filed as exhibits to      this report. |
|--------|----------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3.1               |        Articles of Incorporation of the Company, as amended (incorporated by      reference to the corresponding Exhibit number of the Company’s Form 8-K      filed on May 25, 1999 with the Securities and Exchange                Commission).  |
|-------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ‡3.2        |        Bylaws of the Company.                                                                                                                                                                                                                                                |
| ‡4.1        |        Specimen of Certificate of Common Stock of the Company.                                                                                                                                                                                                               |
| 4.2               |        Articles of Incorporation of the Company (see 3.1 above).                                                                                                                                                                                                             |
| ‡4.3        |        Bylaws of the Company (see 3.2 above).                                                                                                                                                                                                                                |
| ±†10.1 |        Employment Agreement by and between the Company and Louis P. Neeb      dated April 2, 2001.                                                                                                                                                                           |

| 10.2 |        Indemnity Agreement by and between the Company and Louis P. Neeb      dated as of April 10, 1996 (incorporated by reference to Exhibit 10.4      of the Company’s Form S-1 Registration Statement filed under the              Securities Act of 1933, dated April 24, 1996, with the Securities and      Exchange Commission (Registration Number 333-1678) (the “1996 Form      S-1”)). |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10.3              |        Indemnity Agreement by and between the Company and Larry N. Forehand      dated as of April 10, 1996 (incorporated by reference to Exhibit 10.5      of the 1996 Form S-1).                                   |
|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.4              |        Indemnity Agreement by and between the Company and Michael D. Domec      dated as of April 10, 1996 (incorporated by reference to Exhibit 10.8      of the 1996 Form S-1).                                         |
|              |                                                                                                                                                                                                                                     |
| 10.5              |        Indemnity Agreement by and between the Company and J. J. Fitzsimmons dated      as of April 10, 1996 (incorporated by reference to Exhibit 10.10 of      the 1996 Form S-1).                                       |
| 10.6              |        Form of the Company's Multi-Unit Development Agreement (incorporated by      reference to Exhibit 10.14 of the 1996 Form S-1).                                                                                          |
| 10.7              |        Form of the Company's Franchise Agreement (incorporated by reference to      Exhibit 10.15 of the 1996 Form S-1).                                                                                                            |
|  †10.8 |         1996 Long Term Incentive Plan (incorporated by reference to Exhibit 10.16      of the 1996 Form       S-1).                                                                                                  |
| †10.9       |        Mexican Restaurants, Inc. 2005 Long Term Incentive Plan (incorporated by      reference to Exhibit 99.1 of the Company’s Form S-8 filed December 1, 2005      with the Securities and Exchange Commission).       |
| †10.10      |        Stock Option Plan for Non-Employee Directors (incorporated by reference to      Exhibit 10.17 of the 1996 Form S-1).                                                                                                    |
| 10.11             |        Indemnification letter agreement by Larry N. Forehand dated      April 10, 1996 (incorporated by reference to Exhibit 10.35 of the      1996 Form S-1).                                                       |
| †10.12      |        1996 Manager’s Stock Option Plan (incorporated by reference to Exhibit      99.2 of the Company’s Form S-8 Registration Statement filed on February      24, 1997 with the Securities and Exchange  Commission). |

| †10.13       |        Employment Agreement by and between the Company and Andrew J. Dennard      dated May 20, 1997 (incorporated by reference to Exhibit 10.45 of the      Company’s Form 10-K Annual Report filed on March 30,               1998 with the Securities and Exchange Commission).               |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                                                                                       |
|  †10.14 |        Performance Unit Agreement by and between Mexican Restaurants, Inc. and      Andrew Dennard dated August 16, 2005 (incorporated by reference to Exhibit      10.25 to the Company’s Form 10-K Annual Report        filed on March 30, 2006 with the Securities and Exchange      Commission).  |
| †10.15       |        Performance Unit Agreement by and between Mexican Restaurants, Inc. and      Louis P. Neeb dated August 16, 2005 (incorporated by reference to Exhibit      10.27 to the Company’s Form 10-K Annual Report filed        on March 30, 2006 with the Securities and Exchange      Commission).   |
| 10.16              |        Credit Agreement between Mexican Restaurants, Inc. and Wells Fargo Bank,      N.A. dated June 29, 2007 (incorporated by reference to Exhibit 10.1 to the      Company’s Form 8-K filed on July 6, 2007 with the        Securities and Exchange Commission).                                    |
| *10.16.1           |        Agreement and Amendment No. 2 to Credit Agreement      between Mexican Restaurants, Inc. and Wells Fargo Bank, N.A. dated      December 28, 2008.                                                                                                                                                         |
| 10.17              |        Stock Purchase Agreement between Mexican Restaurants, Inc. and Forehand      Family Partnership, Ltd. dated June 13, 2007 (incorporated by reference to      Exhibit 10.2 to the Company’s Form 10-Q filed on        August 14, 2007 with the Securities and Exchange Commission).             |
| ±21.1         |        List of subsidiaries of the Company.                                                                                                                                                                                                                                                                      |
| ±23.1         |        Consent of UHY LLP, Independent Registered Public Accounting      Firm.                                                                                                                                                                                                                                   |
| ±24.1         |        Power of Attorney (included on the signature page to this Form      10-K).                                                                                                                                                                                                                                |
| *31.1              |        Certification of Chief Executive      Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of      2002.                                                                                                                                                                                  |
| *31.2              |        Certification of Chief Financial Officer pursuant to      Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                  |
| #32.1              |        Certification of Chief Executive Officer furnished      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of      the Sarbanes-Oxley Act of 2002.                                                                                                                                    |
| #32.2              |        Certification of Chief Financial Officer furnished      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of      the Sarbanes-Oxley Act of 2002.                                                                                                                                         |
| _____              |                                                                                                                                                                                                                                                                                                                       |
|               |                                                                                                                                                                                                                                                                                                                       |
|               |                                                                                                                                                                                                                                                                                                                       |
| *                  | Filed      herewith.                                                                                                                                                                                                                                                                                                       |
| ‡            | Incorporated      by reference to corresponding exhibit number of the Company’s Form S-1      Registration Statement under the Securities Act of 1933, dated April 24,      1996, with the Securities and Exchange Commission (Registration Number      333-1678) (the “1996 Form S-1”).                 |
| †            | Management      contract or compensatory plan or arrangement.                                                                                                                                                                                                                                                              |
| #                  | Furnished      herewith.                                                                                                                                                                                                                                                                                                   |
| ±             | Filed      with the Original Report on March 26,2009.                                                                                                                                                                                                                                                                      |

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| MEXICAN      RESTAURANTS, INC.                   |
|--------------------------------------------------|
|                                             |
| By:  /s/  Curt      Glowacki |
| Curt      Glowacki,                              |
| President      and Chief Executive Officer       |