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                                 SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement

[_]  CONFIDENTIAL, FOR USE OF THE
     COMMISSION ONLY (AS PERMITTED BY
     RULE 14A-6(E)(2))

[_]  Definitive Proxy Statement

[_]  Definitive Additional Materials

[X]  Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

                        Pancho's Mexican Buffett, Inc.
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               (Name of Registrant as Specified In Its Charter)


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   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


     (1) Title of each class of securities to which transaction applies:

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     (2) Aggregate number of securities to which transaction applies:

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     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
         the filing fee is calculated and state how it was determined):

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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[_]  Fee paid previously with preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:

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     (2) Form, Schedule or Registration Statement No.:

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     (3) Filing Party:

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     (4) Date Filed:

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FOR IMMEDIATE RELEASE:  Monday April 2, 2001

Contact:  Hollis Taylor, President and Chief Executive Officer
          Pancho's Mexican Buffet, Inc
          (817) 831-0081

          Shirley Thompson, President
          Bevo Beaven, Senior Account Executive
          Carl Thompson Associates
          (800-959-9677

                    Pancho's Mexican Buffet, Inc. Announces
         Definitive Agreement To Merge With Pancho's Restaurants, Inc.

FORT WORTH, Texas, April 2 - Pancho's Mexican Buffet, Inc. (Nasdaq: PAMX) today
announced that it has signed a definitive agreement to merge with Pancho's
Restaurants, Inc., an affiliate of Stephen Oyster of Austin Texas.

Pursuant to the merger agreement, each share of Pancho's common stock will be
converted into the right to receive $4.60 cash per share. Pancho's currently has
approximately 1.5 million shares outstanding, and outstanding options to
purchase approximately 175,000 shares.

Pancho's Board of Directors has unanimously approved the merger. Wells Fargo Van
Kasper is serving as financial advisor to the Company.

Consummation of the merger is subject to certain closing conditions, including
the acquiring company's obtaining a commitment letter from its lender, pursuant
to which its lender commits, subject to the terms and conditions contained in
the commitment letter, to provide an aggregate of up to $6 million in cash as a
senior secured credit facility. The terms of the senior secured credit facility
must be reasonably satisfactory to the Company. In addition, the acquiring
company must have entered into a commitment letter with Mr. Oyster, pursuant to
which Mr. Oyster commits to provide an amount equal to the aggregate amount of
the merger consideration and all other fees and expenses required to be paid by
the acquiring company in connection with the transactions contemplated by Merger
Agreement, less the amount committed by the lender. The aggregate cash amount to
be provided under these commitment letters must be sufficient to pay the
aggregate merger consideration and to make all other necessary payments of fees
and expenses of the acquiring company in connection with the merger.

Because the acquiring company has not received the commitment letters from its
lender or from Mr. Oyster, the transaction remains subject to review by the
acquiring company's lenders and Mr. Oyster. Consequently, there can be no
assurance that the merger will occur or, if it occurs, that the price per share
will be $4.60.

In addition, the Company may terminate the Merger Agreement if the Company has
not received the written opinion of Wells Fargo Van Kasper on or before May 18,
2001, or such other date as the parties may agree upon, to the effect that the
merger consideration is fair to the Company's stockholders from a financial
point of view.

The acquiring company may terminate the Merger Agreement if, (i) the working
capital of the Company as of the end of the calendar month immediately prior to
the filing of the Company's definitive proxy statement with the Securities and
Exchange Commission in connection with the meeting of stockholders to be held to
consider the approval of the Merger Agreement, including
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all expenses of the Company in connection with the transactions contemplated by
the Merger Agreement, is less than - (negative) $3,880,000; or (ii) aggregate
same-store sales for the period from the beginning of fiscal year 2001 of the
Company through the end of the calendar month immediately prior to Filing Date
compared with the aggregate same store sales for the corresponding period of the
preceding fiscal year has decreased by more than 10%; or (iii) prior to the
filing of the definitive proxy statement, the acquiring company is not able to
obtain and deliver the commitment letter from its lender or lenders.

The merger is expected to be completed by the end of the second quarter of 2001,
and is subject to approval by the Company's stockholders and certain other
customary conditions. A special meeting of the Company's stockholders will be
scheduled in connection with seeking the approval of the Company's stockholders.

"The Merger Agreement is the culmination of the efforts of our in investment
bankers, Wells Fargo Van Kasper, working closely with our Board of Directors to
find strategic financial alternatives for the Company to maximize stockholder
value," said Hollis Taylor, President and Chief Executive Officer of the
Company. "The Company's Board of Directors concluded that the cash transaction
with Mr. Oyster's affiliated companies offered the best financial alternative
for the Company's stockholders."

Stephen "Duffy" Oyster, President of Pancho's Restaurant's Inc. in commenting
upon the approximately $7 million agreement to acquire the Company, said "The
$4.60 per share offer is an exceptional deal for the stockholders in that it
represents an 84% premium over Friday's (March 30) closing price of $2.50 per
share." He further stated: "The employees of Pancho's are dedicated and
committed individuals working in outdated facilities. The new company plans to
remodel most of the existing stores along with a strategic focus on superior
food and service."

Stephen Oyster is a former partner of Foodmaker, Inc., where he served as
Executive Vice President, and President of Foodmaker Realty Corp. He has been an
investor in real estate and restaurants in Austin, Texas since 1988. Mr. Oyster
expects American Commercial Capital LLC to provide approximately $6 million in
connection with the financing of the transaction and that his investment company
will provide the balance of the purchase price, plus working capital and
remodeling funds.

Based in Fort Worth, Pancho's Mexican Buffet, Inc. is the only publicly- held
company offering all-you-can-eat Mexican food in a buffet-style format. The
Company operates 48 restaurants in Texas, Arizona, Louisiana, New Mexico and
Oklahoma.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are based on the current expectations and beliefs of management
of Pancho's, Mr. Oyster, and the acquiring company are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. In particular, the
following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements: failure of the
transaction to close due to the failure to obtain the requisite financing; the
failure of Pancho's to obtain a fairness opinion; a decrease in the merger
consideration amount per share of $4.60; the failure to obtain regulatory or
other approvals; the failure of Pancho's stockholders to approve the merger; and
those risks detailed from time to time in Pancho's reports filed with the SEC,
including the report on Form 10-Q for the period ended December 31, 2000.
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Additional Information

Pancho's Mexican Buffet, Inc. will file a proxy statement describing the
proposed merger with the United States Securities and Exchange Commission (SEC).
We urge investors in Pancho's common stock to review the proxy statement and
other information filed and to be filed with the SEC because they will contain
important information. These documents, when filed, will be available without
charge on the SEC's web site at www.sec.gov or from the Corporate Secretary of
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Pancho's at 3500 Noble Avenue, Fort Worth, Texas 76111 (telephone at 817/831-
0081). Investors should read the proxy statement carefully before making any
voting or investment decisions.

Pancho's and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Pancho's with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors will be included in Pancho's Proxy
Statement for its Special Meeting of Stockholders to be filed with SEC. When
filed, this document will be available at the SEC's website at
http://www.sec.gov and from the Company.
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FOR IMMEDIATE RELEASE:  Thursday, May 17, 2001

Contact:  Hollis Taylor, President and Chief Executive Officer
          Pancho's Mexican Buffet, Inc
          (817) 831-0081

          Shirley Thompson, President
          Bevo Beaven, Senior Account Executive
          Carl Thompson Associates
          (800) 959-9677


                    PANCHO'S MEXICAN BUFFET, INC. ANNOUNCES
               RECEIPT OF COMMITMENT LETTERS AND FAIRNESS OPINION

Fort Worth, Texas, May 17, 2001 - Pancho's Mexican Buffet, Inc. (Nasdaq: PAMX)
today announced that it has received copies of commitment letters concerning the
merger of Pancho's Restaurants, Inc., an affiliate of Mr. Stephen Oyster, with
Pancho's Mexican Buffet, Inc. In addition, Pancho's announced that it has
received the written opinion of Wells Fargo Van Kasper LLC ("WFVK") that the
merger consideration is fair to the Company's stockholders from a financial
point of view.

On March 31, 2001, Pancho's entered into a merger agreement in which each share
of Pancho's common stock will be converted into the right to receive $4.60 cash
per share. Pancho's currently has approximately 1.5 million shares outstanding,
and outstanding options to purchase approximately 175,000 shares.

Consummation of the merger agreement remains subject to several conditions,
including Pancho's achieving certain working capital and same store sales
levels, Pancho's obtaining the approval of the merger by its stockholders, and
certain other customary conditions.  Pancho's expects to hold a special meeting
of its stockholders to approve the merger in late June or early July 2001, and
has set a record date for this meeting of Monday, May 21, 2001.

Pancho's has received an executed copy of a commitment letter from American
Commercial Capital LLC ("ACC") to loan up to $5 million to an affiliate of Mr.
Oyster, on the terms contained in ACC's commitment letter, which funds would in
turn be transferred to the surviving corporation contemporaneously with the
merger.

In addition, Pancho's has received a commitment letter from Mr. Oyster to loan
an amount equal to the aggregate amount of the merger consideration and all
other fees and expenses required to be paid by Mr. Oyster's affiliates in
connection with the transaction contemplated by the merger agreement, less the
amount committed by ACC, on the terms and conditions contained in the commitment
letter to Pancho's.

In addition to the conditions to the merger contained in the merger agreement,
these commitment letters contain certain terms and conditions.  Because
financing is a condition to the merger, each condition to funding set forth in
the commitment letters is effectively a condition to the merger, and there can
be no assurance that these conditions will be satisfied or waived.
<PAGE>

Copies of these commitment letters have been filed with the Securities and
Exchange Commission as exhibits to a Form 8-K.  This summary description of
these commitment letters is not complete and is qualified in its entirety by
reference to the commitment letters.

Based in Fort Worth, Texas, Pancho's Mexican Buffet, Inc. is the only publicly-
held company offering all-you-can-eat Mexican food in a buffet-style format. The
Company operates 48 restaurants in Texas, Arizona, Louisiana, New Mexico and
Oklahoma.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are based on the current expectations and beliefs of management
of Pancho's, Mr. Oyster, WFVK, ACC, and the acquiring company and are subject to
a number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. In
particular, the following factors, among others, could cause actual results to
differ materially from those described in the forward-looking statements:
failure of the transaction to close due to conditions in the financing; a
decrease in the merger consideration amount per share of $4.60; the failure to
obtain regulatory or other approvals; the failure of Pancho's or the acquiring
company to fulfill the other conditions to the merger; the failure of Pancho's
stockholders to approve the merger; and those risks detailed from time to time
in Pancho's reports filed with the SEC, including the report on Form 10-Q for
the period ended March 31, 2001.

Additional Information

Pancho's Mexican Buffet, Inc. intends to file a definitive proxy statement
describing the proposed merger with the United States Securities and Exchange
Commission (SEC). We urge investors in Pancho's common stock to review the proxy
statement and other information filed and to be filed with the SEC because they
will contain important information. These documents, when filed, will be
available without charge on the SEC's web site at www.sec.gov or from the
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Corporate Secretary of Pancho's at 3500 Noble Avenue, Fort Worth, Texas 76111
(telephone at 817/831-0081). Investors should read the proxy statement carefully
before making any voting or investment decisions.

Pancho's and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Pancho's with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors will be included in Pancho's Proxy
Statement for its Special Meeting of Stockholders to be filed with SEC. When
filed, this document will be available at the SEC's website at
http://www.sec.gov and from the Company.