UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                            WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE


                                                             December 17, 2018

  Via E-Mail

  Christopher P. Davis
  Kleinberg, Kaplan, Wolff & Cohen, P.C.
  551 Fifth Avenue
  New York, New York 10176

          Re:     Luby's Inc.
                  PREC14A filed on December 11, 2018
                  DFAN14A filed November 27, 2018
                  Filed by Banders Partners LLC et al.
                  File No. 1-08308

  Dear Mr. Davis:

          The staff in the Office of Mergers and Acquisitions in the Division
of Corporation
  Finance has conducted a limited review of the filings listed above and have
the following
  comments. In some of our comments, we may ask you to provide us with
information so we may
  better understand your disclosure.

          Please respond to this letter by amending your proxy statement, by
providing the
  requested information, or by advising us when you will provide the requested
response. If you do
  not believe our comments apply to your facts and circumstances or do not
believe an amendment
  is appropriate, please tell us why in your response.

         After reviewing any amendment to your filings and the information you
provide in
  response to these comments, we may have additional comments.

  Preliminary Proxy Statement filed on December 11, 2018

  General

      1. Bandera filed its initial Schedule 13D reporting ownership in Luby's
on November 17,
         2017 and Amendment 1 to the Schedule 13D on October 30, 2018.
Amendment 1 did not
         amend Item 4 of the Schedule. Amendment 2 to Bandera's Schedule 13D
was filed on
         November 15, 2018 and disclosed, apparently for the first time, that
Bandera had
         nominated six individuals for election to the Luby's Board of
Directors. However,
         according to the Company's preliminary proxy statement filed on
December 12, 2018
         (Background Section), Bandera's representative asked for three seats
on the Luby's
         Board on November 2, 2018 in a call to Company General Counsel Peter
Tropoli and
         obtained written consents from six director nominees on November 7,
2018. If these
 Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
December 17, 2018
Page 2

       events occurred as stated in the Company's proxy statement, please
explain in your
       response letter why Bandera did not disclose its nominations or intent
to nominate
       candidates for election to the Luby's Board until November 15, 2018. See
Exchange Act
       Rule 13-2(a) of Regulation 13D/G.

   2. It appears you have chosen not to use the "short slate" mechanism
provided in Exchange
      Act Rule 14a-4(d) to "round out" your slate of nominees. Therefore,
prominently
      disclose on the cover page of the proxy statement or at the forepart of
the document that
      shareholders who grant you a proxy will be disenfranchised with respect
to the remaining
      five Board seats up for election at the Annual Meeting.

   3. As to each proposal to be voted on at the Annual Meeting, provide the
disclosure required
      by Item 21(b) of Schedule 14A, including the effect of broker non-votes.

   4. To the extent applicable, provide the disclosure required by Item 23 of
Schedule 14A.

Background of the Solicitation

   5. Item 5(b)(1) of Schedule 14A requires you to describe any direct or
indirect interest of a
      participant in the solicitation. In this regard, we note the disclosure
in the first bullet
      point in this section that in July 2018, a representative of Bandera
"expressed a
      willingness to be of assistance and offered to help lead and/or
participate in a low-cost
      equity fundraise, if the Company needed to raise money quickly." If in
future, Bandera
      may seek to participate in equity fundraising for the Company, and if it
may have an
      economic interest in doing so, please describe in the proxy statement.

   6. We note the disclosure here and in your Schedule 13D Amendment 2
regarding
      Bandera's proposed settlement with the Company to avoid a proxy contest.
In your
      revised proxy statement, briefly describe the terms of your proposed
settlement and why
      you have now withdrawn it.

   7. Your disclosure states that in December 2018, you had communications with
the
      Company regarding interviews of your nominees. Expand to explain the
result of these
      contacts, whether any interviews took place, and if not, why not.

Reasons for the Solicitation

   8. Briefly provide support for your assertion that the Company continues to
"deplete the
      value of its real estate portfolio." Your expanded disclosure should cite
the sources for
      the figures regarding depletion and also, how you believe the Company is
responsible for
      declines in value.

   9. For the figures you provide in this section regarding the Company's
performance metrics,
      such as declines in share price and book value per share, cite the
specific Company SEC
 Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
December 17, 2018
Page 3

       filings to which you refer. Currently you cite only generically to the
Company's "SEC
       filings."

   10. Briefly explain how you selected the three members of the Company's peer
group to
       which you compare Luby's share price performance in the chart in this
section. We note
       that there are six members of the Company's peer group in its own
periodic filings.

   11. Explain the meaning of the term "independent" as you use it to describe
your director
       nominees here.

   12. Generally describe what specific actions your director nominees will
advocate for if
       elected to the Board and what they propose to do differently regarding
the management
       of Luby's. Caveat this disclosure by noting that if elected, they will
constitute a minority
       of the Board and thus will need the support of at least one of the
Company's nominees in
       order to control the direction of the Company.

   13. Here or in another appropriate part of your revised proxy statement,
explain why you
       were initially seeking to elect six nominees to the Board but are now
nominating only
       four. See Item 7(b) of Schedule 14A and Instruction 4 to Item 401 of
Regulation S-K.

Proposal No. 1   Election of Directors

   14. Disclose the principal business of any corporation or other organization
at which the
       nominees were employed during the past five years and to the extent
applicable, disclose
       any affiliation with Luby's. See Item 401(e)(1) of Regulation S-K.

   15. With respect to Jefferson Gramm, provide disclosure explaining the basis
for your
       assertion that he has "extensive experience in retail and chain food
industries."

   16. Provide the dates for Senator Gramm's position as Vice Chairman at UBS
Investment
       Bank.

   17. Provide dates for Stacy Hock's senior management positions in the
software industry at
       IBM.

   18. Provide dates for Savneet Singh's positions with Tera Holdings,
CoVenture, LLC and
       GBI.

   19. We believe the references to a single "NOMINEE" in bold-faced type at
the bottom of
       this section may be a typo, since you are soliciting in favor of four
nominees. Please
       revise or advise.
 Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
December 17, 2018
Page 4

Voting and Proxy Procedures   Quorum; Broker Non-Votes; Discretionary Voting

   20. In this section, you state that brokers do not have discretion to vote
without instructions
      only as to the election of directors and the advisory votes on executive
compensation.
      This is inconsistent with the disclosure in Luby's proxy statement, which
indicates that
      because there is a contest, brokers have no discretion as to vote for any
matter on the
      card. Please revise, or if you disagree, explain the basis for your
position supplementally.

Solicitation of Proxies

   21. Refer to the disclosure in the first paragraph of this section. Will you
really solicit
       proxies via "telegraph"? If not, please revise.

Form of Proxy

   22. You state your recommendations for a vote on Proposals 1-3 but do not
address
       Proposal 4. Please revise, consistent with the disclosure in your proxy
statement.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to me at (202) 551-3263.


                                                              Sincerely,


                                                              /s/ Christina
Chalk


                                                              Christina Chalk
                                                              Senior Special
Counsel
                                                              Office of Mergers
and Acquisitions