SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
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        Date of Report (Date of earliest event reported): August 4, 2004
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                            MEXICAN RESTAURANTS, INC.
                            -------------------------
             (Exact Name of Registrant as Specified in its Charter)


        Texas                        000-28234                   76-0493269
        -----                        ---------                   ----------
(State of Organization)       (Commission File Number)          (IRS Employer
                                                             Identification No.)

                                 1135 Edgebrook
                             Houston, TX 77034-1899
                             ----------------------
         (Address of Registrant's Principal Executive Office) (Zip Code)

                                 (713) 943-7574
                                 --------------
              (Registrant's telephone number, including area code)



Item 7. Financial Statements and Exhibits.

     (c)   Exhibits.

     99.1  Earnings release issued by Mexican Restaurants, Inc. (the "Company")
           on August 4, 2004.

Item 12. Results of Operations and Financial Condition.

     The information in this Form 8-K and the exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.

     On August 4, 2004, the Company disclosed by press release its second
quarter financial results. A copy of the Company's press release is filed as
Exhibit 99.1 to this current report on Form 8-K.





                                   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.


                                          MEXICAN RESTAURANTS, INC.



                                          By: /s/ Andrew J. Dennard
                                          --------------------------------------
                                          Name: Andrew J. Dennard
                                          Title: Vice President, Chief Financial
                                          Officer, Treasurer and Corporate
                                          Secretary



Date:  August 4, 2004





                                  EXHIBIT INDEX

EXHIBIT
  NO.            DESCRIPTION
-------          -----------

 99.1            Press release of Mexican Restaurants, Inc. dated August 4, 2004