SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 21)1

LANDRY’S RESTAURANTS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

51508L 10 3

(CUSIP Number)

TILMAN J. FERTITTA

1510 West Loop South

Houston, Texas  77027

(713) 386-7000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

with copies to:

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 3, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 51508L 10 3

1	NAME OF REPORTING PERSON Tilman J. Fertitta
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,794,155 (1)  (2)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 9,794,155 (1)  (2)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,794,155 (1)  (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.5%  (See Item 5)
14	TYPE OF REPORTING PERSON IN

(1) Includes 900,000 shares subject to options that have not been exercised by Tilman J. Fertitta but which are immediately exercisable or will become exercisable within 60 days of the date hereof.

(2) Includes 500,000 shares of restricted Common Stock which vest 10 years from the effective date of grant and an additional 275,000 shares of restricted Common Stock which vest 7 years from the effective date of grant.

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CUSIP NO. 51508L 10 3

1	NAME OF REPORTING PERSON Fertitta Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,794,155 (1)  (2)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 9,794,155 (1)  (2)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,794,155 (1)  (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.5%  (See Item 5)
14	TYPE OF REPORTING PERSON CO

(1) Includes 900,000 shares subject to options that have not been exercised by Tilman J. Fertitta but which are immediately exercisable or will become exercisable within 60 days of the date hereof.

(2) Includes 500,000 shares of restricted Common Stock which vest 10 years from the effective date of grant and an additional 275,000 shares of restricted Common Stock which vest 7 years from the effective date of grant.

3

CUSIP NO. 51508L 10 3

AMENDMENT NO. 21 TO SCHEDULE 13D

The following constitutes Amendment No. 21 (“Amendment No. 21”) to the Schedule 13D filed by the undersigned.  Such Schedule 13D is hereby amended as follows:

ITEM 2. IDENTITY AND BACKGROUND

Item 2 is hereby amended and restated as follows:

This Schedule 13D is being filed by Tilman J. Fertitta (“Fertitta”) and Fertitta Group, Inc. (“Parent”), a Delaware corporation and a wholly-owned subsidiary of Fertitta.  Each of the foregoing is referred to as a “Reporting Person” and together as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

The business address of each of Fertitta and Parent is 1510 West Loop South, Houston, Texas 77027.

The principal occupation of Fertitta is serving as President and Chief Executive Officer of Landry’s.  The principal business of Parent is serving as a vehicle for consummating the Merger, as defined and described in Item 4.  Fertitta is Chief Executive Officer, President and sole director of Parent.

During the last five years, neither of the Reporting Persons has been convicted in any criminal proceeding nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Fertitta is a United States citizen.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended to add the following:

The aggregate value of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 3, 2009 (the “Merger Agreement”), among Parent, Fertitta Merger Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Fertitta, solely for purposes of specified sections thereof, and Landry’s, which are described in Item 4 below, is approximately $1.2 billion.

In connection with the Merger Agreement, Fertitta agreed, in an equity commitment letter, dated November 3, 2009 (the “Equity Commitment Letter”), subject to certain conditions, to contribute $40 million in cash and 8,894,155 shares of Common Stock (the “Rollover Stock”) to Parent to fund the merger consideration under the Merger Agreement and pay related fees and expenses.  The Equity Commitment Letter also provides for the cancellation of Fertitta’s options to purchase 900,000 shares of Common Stock.  Fertitta’s shares of restricted Common Stock will not vest, and will be cancelled, as a result of the transactions.  This summary of the Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Equity Commitment Letter, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

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CUSIP NO. 51508L 10 3

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended to add the following:

Fertitta is the founder of Landry’s and is its current Chairman, Chief Executive Officer and President.  Since Landry’s inception, he has been, directly or indirectly, Landry’s largest individual stockholder.

On November 3, 2009, Parent, Merger Sub, Fertitta and Landry’s entered into the Merger Agreement, pursuant to which each outstanding share of Common Stock (other than shares owned by Parent, Merger Sub or any direct or indirect wholly-owned subsidiary of Parent (including the Rollover Stock), shares held in the treasury of Landry’s and shares owned by stockholders who perfect appraisal rights under applicable law) will be cancelled and converted automatically into the right to receive $14.75 per share in cash, without interest.

Upon the terms and subject to the conditions in the Merger Agreement, Merger Sub will merge with and into Landry’s with Landry’s being the surviving corporation (the “Merger”).  As a result of the Merger, Landry’s will become a wholly-owned subsidiary of Parent and the Common Stock will be delisted from the New York Stock Exchange and may, except as otherwise provided by the terms of any debt financing obtained by Landry’s, be deregistered under the Securities Exchange Act of 1934, as amended.  Consummation of the Merger is subject to the approval of Landry’s stockholders, including approval by the holders of a majority of the Common Stock not owned by Fertitta, and certain other customary closing conditions.

The Merger Agreement provides that, at the effective time of the Merger, Landry’s certificate of incorporation will be amended and restated as provided in the Merger Agreement and the bylaws of Merger Sub will become the bylaws of Landry’s, as the surviving corporation.  In addition, the directors of Merger Sub immediately prior to the effective time of the Merger will become the directors of Landry’s, as the surviving corporation, and the officers of Landry’s will continue to serve as the officers of the surviving corporation.  The business will continue to be run under the “Landry’s” name after the closing of the Merger.

Under the Merger Agreement, Fertitta agreed to vote all outstanding shares of Common Stock owned beneficially or of record by him and his affiliates in favor of the adoption of the Merger Agreement and the approval of the Merger and any actions required in furtherance thereof.  In addition, Fertitta agreed to certain transfer restrictions with respect to his shares.

This summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Except as set forth in this Item 4, Fertitta does not have any present plans which would result in any of the actions enumerated in clauses (a) – (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and (b) are hereby amended and restated as follows:

(a)           AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED:

Fertitta is the direct beneficial owner of 9,794,155 shares of Common Stock, including (i) options to acquire 900,000 shares of Common Stock which are immediately exercisable or will become exercisable within 60 days of the date hereof and (ii) 775,000 shares of restricted Common Stock, 500,000 shares of which vest 10 years from the effective date of grant and 275,000 shares of which vest 7 years from the effective date of grant, representing in the aggregate approximately 57.5% of the shares of Common Stock outstanding based on 16,142,551 shares of Common Stock outstanding as of November 3, 2009, as represented by Landry’s in the Merger Agreement.

5

CUSIP NO. 51508L 10 3

Parent may also be deemed to beneficially own 9,794,155 shares of Common Stock, including (i) options to acquire 900,000 shares of Common Stock which are immediately exercisable or will become exercisable within 60 days of the date hereof and (ii) 775,000 shares of restricted Common Stock, 500,000 shares of which vest 10 years from the effective date of grant and 275,000 shares of which vest 7 years from the effective date of grant, beneficially owned by Fertitta, as Fertitta has agreed to contribute such shares of Common Stock to Parent pursuant to the Equity Commitment Letter.

(b)           NUMBER OF SHARES AS TO WHICH REPORTING PERSON HAS SOLE OR SHARED POWER TO VOTE OR DISPOSE:

Fertitta has the sole power to vote, or to direct the vote of, and the sole power to dispose of, or to direct the disposition of, the shares of Common Stock beneficially owned by him.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is hereby amended to add the following:

On November 3, 2009, Parent, Merger Sub, Fertitta and Landry’s entered into the Merger Agreement, as defined and described in Items 3 and 4 above.

Also on November 3, 2009, Fertitta and Parent entered into the Equity Commitment Letter, as defined and described in Item 3 above.

On November 4, 2009, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of Landry’s, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following exhibits:

99.1 Agreement and Plan of Merger, dated as of November 3, 2009, by and among Parent, Merger Sub, Fertitta, solely for purposes of Section 7.10 and Article X, and Landry’s (incorporated by reference to Exhibit 2.1 of Landry’s Current Report on Form 8-K, filed November 4, 2009).

99.2 Equity Commitment Letter, dated November 3, 2009, by and between Fertitta and Parent.*

99.3 Joint Filing Agreement, dated November 4, 2009, by and between Fertitta and Parent.*

________________________

* Filed herewith

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CUSIP NO. 51508L 10 3

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

November 4, 2009

(Date)

/s/ Tilman J. Fertitta

Tilman J. Fertitta

FERTITTA GROUP, INC.
By:	/s/ Tilman J. Fertitta
	Name:	Tilman J. Fertitta
	Title:	Chief Executive Officer and President

7

EX-99.2

Exhibit 99.2

                                   November 3, 2009

To:  FERTITTA GROUP, INC.

Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Agreement”), among Fertitta Group, Inc., a Delaware corporation (“Parent”), Fertitta Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), and Tilman J. Fertitta, for certain limited purposes. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

In the event of the satisfaction or waiver, where permissible, of the conditions set forth in Article VIII of the Agreement (it being agreed for purposes of this letter agreement that any condition precedent the satisfaction of which is dependent upon the contributions contemplated by this paragraph and which would be fully satisfied upon the making of such contributions shall be deemed to have been satisfied), and subject to the terms and conditions set forth herein, I agree that in exchange for Equity Interests in Parent, immediately prior to the Effective Time:

(1)           I will contribute or cause to be contributed to Parent an amount in cash equal to $40,000,000 (such amount, the “Cash Commitment Amount”);

(2)           I will contribute or cause to be contributed to Parent the 8,894,155 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) that I own as of the date hereof, the aggregate amount of which, based on a value of $14.75 per share, will be equal to $131,188,786.25, and any additional shares that I may hereafter acquire prior to the Effective Time pursuant to the exercise of options to purchase shares of Common Stock outstanding as of the date of the Agreement (the “Rollover Stock”) (such amount, the “Stock Rollover Commitment Amount” and, together with the Cash Commitment Amount, the “Commitment Amount”); and

(3)           all options to purchase shares of Common Stock (a schedule of which is set forth on Exhibit A attached to this letter agreement) (subject to adjustment in the event of the expiration of, or that Parent and I consent to the exercise of, all or any portion of such options prior to the Effective Time, the “Cancelled Awards”) that I hold immediately prior to the Effective Time will be cancelled.

I understand that I will not be under any obligation to take the actions described above in clauses (1), (2) and (3) unless and until the conditions set forth in Article VIII of the Agreement (other than any condition precedent the satisfaction of which is dependent upon the contributions contemplated by this letter agreement and which would be fully satisfied upon the making of such contributions) are satisfied or waived, where permissible. I further understand that I will not be under any obligation under any circumstances to contribute or cause to be contributed to Parent more than the Commitment Amount or to cancel more than the Cancelled Awards.

Notwithstanding anything that may be expressed or implied in this letter agreement, Parent, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no person other than the undersigned shall have any obligation hereunder.

The undersigned hereby represents and warrants as follows:

(a)           This letter agreement is a valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, except as may be limited by any bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity regarding the availability of remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)           Other than the filing by the undersigned of any statements or reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, the execution, delivery and performance by the undersigned of this letter agreement do not and will not (i) require any consent or Permit of, or filing with or notification to, any Governmental Authority, (ii) result in a breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or give rise to any right of termination, cancellation, material amendment or acceleration of, any contract to which the undersigned is a party or by which the undersigned or the Rollover Stock is bound, (iii) violate any Law or Order of any Governmental Authority applicable to the undersigned or the Rollover Stock or (iv) result in the creation of any Encumbrance on the Rollover Stock, except for such consents, Permits, filings, notifications, breaches, defaults, rights or Encumbrances which would not adversely affect the undersigned’s ability to perform his obligations hereunder.

(c)           The undersigned is the record and beneficial owner of the Rollover Stock outstanding as of the date hereof, free and clear of all Encumbrances (other than those arising under this letter agreement).

This letter agreement, and the undersigned’s obligations hereunder, will terminate automatically and immediately upon the earliest to occur of (a) the Effective Time (at which time the obligations shall be discharged) and (b) the termination of the Agreement.

I understand that I may not assign this letter agreement without your prior written consent. This letter agreement shall not be assignable by you without my prior written consent, except that you may assign this letter agreement, without my prior written consent, to any person to which you assign any of your rights and obligations under the Agreement.

Notwithstanding any other term or condition of this letter agreement, my liability under this letter agreement shall be limited to the contribution of the Commitment Amount and my cancellation of the Cancelled Awards immediately prior to the Effective Time, upon the satisfaction or waiver, where permissible, of the conditions set forth in Article VIII of the Agreement (other than any condition precedent the satisfaction of which is dependent upon the contributions contemplated by this letter agreement and which would be fully satisfied upon the making of such contributions).  My liability under this letter agreement shall be limited to a willful breach of this letter agreement and under no circumstances shall my maximum liability hereunder for any reason exceed the combined total of the Commitment Amount and the amount that I would have received pursuant to Section 3.04 of the Agreement had the Cancelled Awards been cancelled pursuant to such section, and such damages shall not include any special, indirect, incidental, consequential or punitive damages or lost profits.

This letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between Parent and the undersigned with respect to the subject matter hereof.

This letter agreement is not intended to, and does not, confer upon any person or entity, other than Parent and the undersigned, any rights or remedies hereunder or in connection herewith; provided, however, that the Company shall be a third party beneficiary hereunder and the Special Committee, if then in existence or otherwise the Disinterested Directors (by resolution of a majority of the Disinterested Directors), shall be entitled to the enforce the terms hereof.

This letter agreement may not be amended, and no provision waived or modified, except by an instrument in writing signed by Parent and the undersigned.

This letter agreement, and any disputes hereunder, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard the conflict of laws principles thereof.

This letter agreement may be executed in counterparts and by facsimile, each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Very truly yours,

/s/ Tilman J. Fertitta

TILMAN J. FERTITTA

Accepted and Agreed to as of the date written above
FERTITTA GROUP, INC.
By:	/s/ Tilman J. Fertitta
	Name:	Tilman J. Fertitta
	Title:	Chief Executive Officer and President

EXHIBIT A

Stock Options

Shares Subject to Options	Exercise Price	Expiration Date
100,000	$7.00	04/07/10
250,000	$8.50	03/16/11
300,000	$18.00	07/22/12
250,000	$27.50	06/08/14

EX-99.3

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 21 to the Schedule 13D originally filed on April 6, 1999 (including additional amendments thereto) with respect to the Common Stock of Landry’s Restaurants, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 

Dated: November 4, 2009

/s/ Tilman J. Fertitta

Tilman J. Fertitta

FERTITTA GROUP, INC.
By:	/s/ Tilman J. Fertitta
	Name:	Tilman J. Fertitta
	Title:	Chief Executive Officer and President