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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 14, 2009

Landry's Restaurants, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-22150	76-0405386
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1510 West Loop South, Houston, Texas		77027
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 713-850-1010

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On August 14, 2009, Landry's Restaurants, Inc. (NYSE: LNY), completed its offer to exchange $295,500,000 in aggregate principal amount of its 14% Senior Secured Notes due 2011, Series B, that have been registered under the Securities Act of 1933, for an identical principal amount of existing 14% Senior Secured Notes due 2011, Series A, that were sold in a private offering completed February 13, 2009. An aggregate principal amount of $260,500,000 in Series A notes were exchanged for Series B notes pursuant to the exchange offer and an aggregate principal amount of $27,000,000 in Series A notes were exchanged for Series B Notes pursuant to a private exchange. The total principal amount of notes exchanged was $287,500,000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Landry's Restaurants, Inc.
August 17, 2009	By:	Steven L. Scheinthal
		Name: Steven L. Scheinthal
		Title: Executive Vice President and General Counsel