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

FORM 10 - Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _____________________

Commission file number 333-62615

ROMACORP, INC.
(Exact name of registrant as specified in its charter)

Delaware			13-4010466
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

       9304 Forest Lane, Suite 200, Dallas, Texas 75243

(Address of principal executive offices)

                                  (214) 343-7800
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] ~~As of January 31, 2003, 100 shares of Common Stock, $.01 par value, were outstanding and held by Roma Restaurant Holdings, Inc.~~No [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12-b-2).

Yes [ ] No [X]

As of August 1, 2003, 100 shares of Common Stock, $.01 par value, were outstanding and held by Roma Restaurant Holdings, Inc.

ROMACORP, INC.
TABLE OF CONTENTS

PART 1.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	Condensed Consolidated Balance Sheets
		December 22, 2002 and March 24, 2002	1
		June 29, 2003 and March 30, 2003	1
	Condensed Consolidated Statements of Operations
		For the Thirteen and Thirty-Nine Weeks Ended
		For the Thirteen Weeks Ended
		December 22, 2002 and December 23, 2001	3
		June 29, 2003 and June 23, 2002	3
	Condensed Consolidated Statements of Cash Flows
		For the Thirty-Nine Weeks Ended
		For the Thirteen Weeks Ended
		December 22, 2002 and December 23, 2001	4
		June 29, 2003 and June 23, 2002	4
	Notes to Condensed Consolidated Financial Statements		5
ITEM 2.	Management's Discussion and Analysis of Financial Condition
	and Results of Operations		98
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk		1311
ITEM 4.	Controls and Procedures		1312
PART II.	OTHER INFORMATION
ITEM 6.	Exhibits and Reports on Form 8-K		14
ITEM 1.	Legal Proceedings		13
ITEM 2.	Change in Securities		13
ITEM 3.	Defaults upon Senior Securities		13
ITEM 4.	Submission of Matters to a Vote of Security Holders		13
ITEM 5.	Other Information		13
ITEM 6.	Exhibits and Reports on Form 8-K		13

PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements

ROMACORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
ASSETS

(UNAUDITED)
		December 22, 2002		March 24, 2002
		June 29, 2003		March 30, 2003
Current Assets:
Cash and cash equivalents	$	1,085	$	977
Cash and cash equivalents:
Accounts receivable, net		1,455		1,633
Restricted	$	622	$	622
Notes receivable, net		33		--
Unrestricted		11,275		6,191
Inventories of food and supplies		2,057		2,578
Accounts receivable, net		1,847		1,495
Deferred income tax asset		466		1,300
Inventories of food and supplies		1,964		2,081
Prepaid expenses		~~1,178~~643		~~1,159~~996
Property held for sale		--		14,~~034~~682
Income tax receivable		49		46
Income taxes receivable		170		192
Other current assets		3436		2931
Total current assets		616,~~357~~557		816,~~756~~290
Facilities and equipment, net		3928,~~590~~477		4228,~~876~~898
Goodwill		12,325		12,325
Deferred income tax asset		7,572		5,525
Other assets		185		194
Other assets		196		235
Debt issuance costs, net of accumulated amortization of $1,550 and $1,427, respectively		1,773		1,753
Debt issuance costs, net of accumulated amortization of $1,589 and $1,299, respectively		1,394		1,433
Total assets	$	59,317	$	59,460
Total assets	$	67,434	$	71,150

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ROMACORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS -- (Continued) (Dollars in Thousands) LIABILITIES AND STOCKHOLDER'S DEFICIT

(UNAUDITED)
	December 22, 2002		March 24, 2002
	June 29, 2003		March 30, 2003
Current Liabilities:
Accounts payable	$	32,~~122~~609	$	42,~~211~~385
Accrued interest		3,~~467~~401		1,~~774~~748
Current portion of store closure reserve		~~350~~502		~~535~~502
Other accrued liabilities		76,~~630~~822		68,~~847~~038
Total current liabilities		14,569		13,367
Current maturities of long-term debt		1,750		1,750
Senior notes		57,000		57,000
Total current liabilities		15,084		14,423
Long-term debt		13,029		15,404
Senior notes		55,000		55,000
Store closure reserve		767		1,070
Long-term debt, less current maturities		19,020		19,420
Deferred gain on sale of assets		732		774
Store closure reserve		604		476
Total liabilities		86,097		87,615
Deferred gain on sale of assets		704		718
Total liabilities		90,412		90,037
Stockholder's Deficit:
Common stock, $.01 par value; 2,000 shares authorized; 100 shares issued and outstanding		--		--
Additional paid-in capital		66,469		66,469
Retained deficit:
Dividend to Holdings		(75,368)		(75,368)
Other		(922,~~764~~196)		(721,~~566~~678)
Total		(8597,~~132~~564)		(8297,~~934~~046)
Total stockholder's deficit		(1831,~~663~~095)		(1630,~~465~~577)
Total liabilities and stockholder's deficit	$	6759,~~434~~317	$	7159,~~150~~460

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ROMACORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)
(UNAUDITED)

	Thirteen Weeks Ended				~~Thirty-Nine Weeks Ended~~
	December 22, 2002		December 23, 2001		December 22, 2002		December 23, 2001
	June 29, 2003		June 23, 2002
Net restaurant sales	$	24,696	$	26,482	$	78,045	$	86,796
Restaurant sales	$	25,192	$	27,788
Net franchise revenue		2,439		2,761		7,393		7,586
Franchise fees and royalties		2,965		2,858
Total revenues		2728,~~135~~157		2930,~~243~~646		~~85,438~~		~~94,382~~
Cost of sales		8,~~009~~165		89,~~528~~009		~~25,233~~		~~28,609~~
Direct labor		8,~~817~~592		9,~~385~~406		~~27,016~~		~~29,639~~
Other		7,~~505~~231		8,~~045~~187		~~23,519~~		~~25,423~~
General and administrative expenses		2,~~258~~517		2,~~177~~844		~~6,935~~		~~6,616~~
Total operating expenses		26,~~589~~505		2829,~~135~~446		~~82,703~~		~~90,287~~
Operating income		~~546~~1,652		1,~~108~~200		~~2,735~~		~~4,095~~
Other income (expense):
Interest expense		(2,~~021~~055)		(2,~~057~~022)		~~(6,074)~~		~~(6,313)~~
Miscellaneous		--(11)		5288		~~309~~		~~342~~
Loss before income taxes		(~~1,475~~414)		(~~897~~734)		~~(3,030)~~		~~(1,876)~~
Income tax benefit		(406)		(316)		(832)		(660)
Income tax expense (benefit)		104		(256)
Net loss	$	(~~1,069~~518)	$	(~~581~~478)	$	~~(2,198)~~	$	~~(1,216)~~

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ROMACORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(UNAUDITED)

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
	December 22, 2002		December 23, 2001
	June 29, 2003		June 23, 2002
Operating Activities:
Net loss	$	(~~2,198~~518)	$	(~~1,216~~478)
Non-cash items included in net loss:
Depreciation and amortization		~~3,904~~903		41,~~472~~331
Amortization of debt issuance costs		~~290~~123		~~291~~96
Deferred income taxes		~~(1,213)~~--		(~~679~~325)
Amortization of deferred gain on sale of assets		(42)		(41)
Provision for doubtful accounts		45		30
Gain on disposal of assets		(111)		(154)
Amortization of deferred gain on sale of assets		(14)		(14)
Loss (gain) on disposal of assets		126		(45)
Changes in assets and liabilities:
Accounts receivable, net		178		(95)
Accounts receivable		(397)		69
Notes receivable		~~(33)~~--		--(77)
Inventories of food and supplies		~~521~~117		~~(877)~~169
Other current assets		~~(24)~~348		~~(206)~~371
Accounts payable		~~(1,089)~~224		(~~723~~1,158)
Accrued interest		1,~~693~~653		1,~~654~~697
Other accrued liabilities		~~295~~(1,088)		~~530~~2,422
Income taxes receivable		~~(3)~~22		(~~368~~106)
Net cash flows provided by operating activities		21,~~168~~544		23,~~588~~982
Investing Activities:
Capital expenditures, net		(~~1,712~~580)		(~~1,288~~683)
Proceeds from sale of assets		24,~~239~~654		1,~~249~~079
Changes in other assets, net		399		41
Net cash flows provided by (used in) investing activities		566		(35)
Net cash flows provided by investing activities		4,083		397
Financing Activities:
Net repayments under line-of-credit agreement		(~~2,375~~400)		(13,~~057~~199)
Debt issuance costs		(~~251~~143)		--
Net cash flows used in financing activities		(~~2,626~~543)		(13,~~057~~199)
Net Increase in Cash and Cash Equivalents		~~108~~5,084		1,~~496~~180
Cash and Cash Equivalents At Beginning of Period		~~977~~6,191		~~522~~977
Cash and Cash Equivalents At End of Period	$	111,~~085~~275	$	2,~~018~~157

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ROMACORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Basis of Consolidation and Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted ~~accounting~~in ~~principles~~the United States for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted ~~accounting~~in ~~principles~~the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The operating results for the quarter ended ~~December~~June 2229, ~~2002~~2003 are not necessarily an indication of the results that may be expected for the fiscal year ending March 3028, ~~2003~~2004. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K for Romacorp, Inc. (the "Company" or "Romacorp") for the fiscal year ended March 2430, ~~2002~~2003. Therefore, it is suggested that the accompanying financial statements be read in conjunction with the Company's March 2430, ~~2002~~2003 consolidated financial statements.

The condensed consolidated financial statements of ~~the~~Romacorp ~~Company~~ and its subsidiaries include Romacorp's operation of its owned restaurants and franchise revenue from franchisees' use of trademarks and other proprietary information in the operation of Tony Roma's restaurants. Romacorp maintains its corporate office in Dallas, Texas, and, through its subsidiaries, provides menu development, training, marketing and other administrative services related to the operation of the Tony Roma's restaurant concept. All inter-company transactions between Romacorp and its subsidiaries have been eliminated.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires Romacorp's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 2 - Recapitalization

The Company (then the former Romacorp, Inc.) was acquired in June 1993 by NPC International, Inc. ("NPC"). On April 24, 1998, a recapitalization agreement (the "Recapitalization"), effective June 28, 1998, was executed, pursuant to which the former Romacorp, Inc. was renamed Roma Restaurant Holdings, Inc. ("Holdings") and the assets, liabilities and operations of Holdings were contributed to its newly-created, wholly-owned subsidiary, Romacorp, Inc. In the Recapitalization, which was executed by Holdings, NPC and Sentinel Capital Partners, L.P. ("Sentinel"), Holdings redeemed stock held by NPC and NPC forgave and contributed to the capital of the Company a payable to NPC in the amount of $33,731,000. After the Recapitalization, NPC held 20% and Sentinel, through certain affiliates, held 80% of the equity of Holdings. In conjunction with this transaction, $75,000,000 of 12% Senior Notes due July 1, 2006 (the "Senior Notes") were issued by the Company. The Company paid Holdings a dividend of $75,351,000, consisting primarily of the proceeds from the Senior Notes, which was used by Holdings, along with Sentinel's equity contribution, to effect the Recapitalization. This transaction was accounted for as a leveraged recapitalization with the assets and liabilities of the Company retaining their historical value.

's equity contribution, to effect the Recapitalization. This transaction was accounted for as a leveraged recapitalization with the assets and liabilities of the Company retaining their historical value.

Note 3 - Long-term Debt

As of ~~December~~June 2229, ~~2002~~2003, Romacorp's long-term debt consisted of a note payable to ~~a bank under the Revolving Credit Facility, which was secured by substantially all of the assets of Romacorp. On December 31, 2002, Romacorp executed a loan agreement and promissory note with~~ GE Capital Franchise ~~Finance~~Financial ~~creating~~under a ~~New~~ Revolving Credit Facility, towhich ~~replace the prior facility. The New Revolving Credit Facility~~ is secured by substantially all of the assets of Romacorp ~~and no debt obligations remained under the Revolving Credit Facility~~.

The ~~New~~ Revolving Credit Facility provides for borrowings in an aggregate principal amount up to $25.0 million and includes annual reductions in the maximum borrowing capacity ranging from $1.75 million in the first year up to $3.25 million in later years. To the extent Romacorp has not utilized $5 million of the borrowing capacity to repurchase Senior Notes by December 31, 2003, the maximum borrowing capacity of the ~~New~~ Revolving Credit Facility will be reduced on that date by the difference between $5 million and the amount borrowed pursuant to the ~~New~~ Revolving Credit Facility to repurchase Senior Notes. The maximum borrowing capacity is also limited by funded debt covenants that require Romacorp to maintain a Funded Debt to EBITDA ratio of 3.5:1.0 excluding the Senior Notes and 7.5:1.0 including the Senior Notes. The Revolving Credit Facility will expire in December 2012 and bears interest at the one-month LIBOR plus 4.5%. The interest rate is subject to maintaining certain financial covenants and interest is paid monthly.

The New Revolving Credit Facility will expire in December 2012 and bears interest at the one-month LIBOR plus 4.5%. The interest rate is subject to maintaining certain financial covenants and is paid monthly.
Note 4 - Senior Notes

In conjunction with the Recapitalization, on June 28, 1998, Romacorp issued the Senior Notes. Interest on the Senior Notes accrues from the date of issuance and is payable in arrears on January 1 and July 1 of each year, commencing January 1, 1999. As of both ~~December~~June 2229, ~~2002~~2003 and March 2430, ~~2002~~2003, the principal amount of Senior Notes outstanding was $5755.0 million.

The Company believes the opportunity to refinance the current obligation with similar publicly traded unsecured debt instruments is remote. Therefore, the Company has engaged Houlihan Lokey Howard & Zukin to assess the potential for refinancing the debt and to provide other restructuring alternatives. While various alternatives are currently being evaluated, the payment of the semi-annual interest payment of $3.3 million due July 1, 2003 was not made. The grace period to make the interest payment expired on July 31, 2003 creating an event of default under the terms of the indenture. The Company is unable to predict the likelihood of success of this restructuring effort. To the extent Romacorp is not successful in the restructuring effort, the holders of the Senior Notes could force the Company into bankruptcy, which could lead to a material adverse affect.

Note 5 - Income Taxes

AtThe ~~December~~Company ~~22,~~accounts ~~2002,~~for ~~the~~income ~~Company~~taxes ~~had~~in ~~generated~~accordance ~~estimated~~with ~~net~~Statement ~~operating~~of ~~losses~~Financial ofAccounting ~~approximately~~Standards $3("SFAS") No.9 ~~million~~109, ~~which,~~"Accounting iffor ~~not~~Income ~~used~~Taxes," ~~will~~which ~~begin~~requires tothat ~~expire~~deferred intax ~~2022,~~assets and ~~tax~~liabilities ~~credit~~be ~~carryforwards~~recognized for the effect of ~~approximately~~temporary $1differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.7 ~~million,~~SFAS ~~which,~~No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not ~~used,~~that ~~will~~some ~~also~~portion ~~begin~~or toall ~~expire~~of inthe ~~2022~~deferred tax asset will not be realized. ~~Future~~Management ~~changes~~considers a number of factors including projected future taxable income and tax planning strategies, in ~~ownership~~making ~~may~~this ~~place~~assessment. ~~limitations~~Based onupon the ~~use~~level of ~~these~~historical ~~net~~taxable ~~operating~~income ~~loss~~and ~~carryforwards.~~projections ~~The~~for ~~Company~~future ~~has~~taxable ~~recorded~~income over the periods that the deferred tax assets are expected to be deductible, a valuation allowance has been provided for 100 percent of $1the deferred tax assets since management can not determine that it is more likely than not that the deferred tax assets will be realized.6 ~~million~~When ~~against~~realization of the deferred tax ~~asset~~assets ~~due~~is deemed more likely than not to occur, the ~~uncertainty~~benefit ~~that~~related to the ~~Company~~deductible temporary differences will ~~utilize~~be ~~all~~recognized ~~general~~as ~~business~~a ~~credits~~reduction ~~prior~~of toincome ~~their~~tax ~~expiration~~expense.

The Company expenses foreign taxes and taxes assessed at the state level for states which the Company does not have any available net operating losses available on a current basis.

Note 6 - Summarized Financial Information

Summarized financial information for ~~the~~Romacorp ~~Company~~ and its wholly-owned subsidiaries is as follows (in thousands):

Condensed Consolidating Balance Sheet ~~December~~June 2229, ~~2002~~2003 (Unaudited)

	Romacorp, Inc.		Subsidiaries		Eliminations		Consolidated
	Romacorp		Subsidiaries		Eliminations		Consolidated
Assets
Current assets	$	414,~~003~~040	$	2,~~354~~517	$	--	$	616,~~357~~557
Due from affiliates		~~390~~--		--51,623		(~~390~~51,623)		--
Facilities and equipment, net		3525,~~977~~169		3,~~613~~308		--		3928,~~590~~477
Investment in subsidiaries		1863,~~798~~609		--		(1863,~~798~~609)		--
Goodwill, net		882		11,443		--		12,325
Goodwill		882		11,443		--		12,325
Other assets		1,~~594~~942		~~7,568~~16		--		91,~~162~~958
Total assets	$	61105,~~644~~642	$	2468,~~978~~907	$	(19115,~~188~~232)	$	6759,~~434~~317
Liabilities and Equity (Deficit)
Current liabilities	$	89,~~779~~786	$	5,~~790~~298	$	--	$	1415,~~569~~084
Due to affiliates		--51,623		~~390~~--		(~~390~~51,623)		--
Senior notes		5755,000		--		--		5755,000
Long-term debt		1319,~~029~~020		--		--		1319,~~029~~020
Other long-term liabilities		1,~~499~~308		--		--		1,~~499~~308
Total liabilities		80136,~~307~~737		65,~~180~~298		(~~390~~51,623)		8690,~~097~~412
Equity (deficit)		(1831,~~663~~095)		1863,~~798~~609		(1863,~~798~~609)		(1831,~~663~~095)
Total liabilities and equity (deficit)	$	61105,~~644~~642	$	2468,~~978~~907	$	(19115,~~188~~232)	$	6759,~~434~~317

Condensed Consolidating Balance Sheet March 2430, ~~2002~~2003 (Unaudited)

	Romacorp, Inc.		Subsidiaries		Eliminations		Consolidated
	Romacorp		Subsidiaries		Eliminations		Consolidated
Assets
Current assets	$	513,~~485~~826	$	32,~~271~~464	$	--	$	816,~~756~~290
Due from affiliates		--		3449,~~093~~747		(3449,~~093~~747)		--
Facilities and equipment, net		3825,~~998~~494		3,~~878~~404		--		4228,~~876~~898
Investment in subsidiaries		5261,~~453~~561		--		(5261,~~453~~561)		--
Goodwill		882		11,443		--		12,325
Other assets		1,~~652~~931		~~5,541~~16		--		71,~~193~~947
Total assets	$	99103,~~470~~694	$	5867,~~226~~074	$	(86111,~~546~~308)	$	7159,~~150~~460
Liabilities and Equity (Deficit)
Current liabilities	$	78,~~594~~910	$	5,~~773~~513	$	--	$	1314,~~367~~423
Due to affiliates		3449,~~093~~747		--		(3449,~~093~~747)		--
Senior notes		5755,000		--		--		5755,000
Long-term debt		1519,~~404~~420		--		--		1519,~~404~~420
Other long-term liabilities		1,~~844~~194		--		--		1,~~844~~194
Total liabilities		~~115~~134,~~935~~271		5,~~773~~513		(3449,~~093~~747)		8790,~~615~~037
Equity (deficit)		(1630,~~465~~577)		5261,~~453~~561		(5261,~~453~~561)		(1630,~~465~~577)
Total liabilities and equity (deficit)	$	99103,~~470~~694	$	5867,~~226~~074	$	(86111,~~546~~308)	$	7159,~~150~~460

Condensed Consolidating Statement of Operations For the Thirteen Weeks Ended ~~December~~June 2229, ~~2002~~2003 (Unaudited)

	Romacorp, Inc.		Subsidiaries		Eliminations		Consolidated
	Romacorp		Subsidiaries		Eliminations		Consolidated
Total revenues	$	23,~~307~~569	$	45,~~815~~596	$	(~~987~~1,008)	$	2728,~~135~~157
Total operating expenses		2524,~~498~~330		23,~~078~~183		(~~987~~1,008)		26,~~589~~505
Operating income (loss)		(~~2,191~~761)		2,~~737~~413		--		~~546~~1,652
Other income (expense)		(2,~~581~~804)		~~560~~738		--		(2,~~021~~066)
Income from subsidiaries		3,~~297~~151		--		(3,~~297~~151)		--
Income (loss) before income taxes		(~~1,475~~414)		3,~~297~~151		(3,~~297~~151)		(~~1,475~~414)
Provision (benefit) for income taxes		~~(406)~~104		1,~~216~~103		(1,~~216~~103)		~~(406)~~104
Net income (loss)	$	(~~1,069~~518)	$	2,~~081~~048	$	(2,~~081~~048)	$	(~~1,069~~518)

Condensed Consolidating Statement of Operations For the Thirteen Weeks Ended ~~December~~June 23, ~~2001~~2002 (Unaudited)

	Romacorp, Inc.		Subsidiaries		Eliminations		Consolidated
	Romacorp		Subsidiaries		Eliminations		Consolidated
Total revenues	$	2426,~~942~~310	$	5,~~359~~448	$	(1,~~058~~112)	$	2930,~~243~~646
Total operating expenses		27,~~146~~835		2,~~047~~723		(1,~~058~~112)		2829,~~135~~446
Operating income (loss)		(21,~~204~~525)		32,~~312~~725		--		1,~~108~~200
Other income (expense)		(2,~~515~~447)		~~510~~513		--		(21,~~005~~934)
Income from subsidiaries		3,~~822~~238		--		(3,~~822~~238)		--
Income (loss) before income taxes		(~~897~~734)		3,~~822~~238		(3,~~822~~238)		(~~897~~734)
Provision (benefit) for income taxes		(~~316~~256)		1,~~336~~133		(1,~~336~~133)		(~~316~~256)
Net income (loss)	$	(~~581~~478)	$	2,~~486~~105	$	(2,~~486~~105)	$	(~~581~~478)

Condensed Consolidating Statement of Operations For the Thirty-Nine Weeks Ended December 22, 2002 (Unaudited)
Romacorp, Inc. Subsidiaries Eliminations Consolidated
Total revenues $ 73,794 $ 14,765 $ (3,121) $ 85,438
Total operating expenses 79,298 6,526 (3,121) 82,703
Operating income (loss) (5,504) 8,239 -- 2,735
Other income (expense) (7,533) 1,768 -- (5,765)
Income from subsidiaries 10,007 -- (10,007) --
Income (loss) before income taxes (3,030) 10,007 (10,007) (3,030)
Provision (benefit) for income taxes (832) 3,565 (3,565) (832)
Net income (loss) $ (2,198) $ 6,442 $ (6,442) $ (2,198)
Condensed Consolidating Statement of Operations For the Thirty-Nine Weeks Ended December 23, 2001 (Unaudited)
Romacorp, Inc. Subsidiaries Eliminations Consolidated
Total revenues $ 81,992 $ 15,862 $ (3,472) $ 94,382
Total operating expenses 87,284 6,475 (3,472) 90,287
Operating income (loss) (5,292) 9,387 -- 4,095
Other income (expense) (7,712) 1,741 -- (5,971)
Income from subsidiaries 11,128 -- (11,128) --
Income (loss) before income taxes (1,876) 11,128 (11,128) (1,876)
Provision (benefit) for income taxes (660) 3,892 (3,892) (660)
Net income (loss) $ (1,216) $ 7,236 $ (7,236) $ (1,216)
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Introduction

~~The~~Romacorp ~~Company~~ is the operator and franchisor of the largest national casual dining chain specializing in ribs, with ~~259~~257 restaurants located in 2928 states in the United States and in 2627 foreign countries and territories. As of ~~December~~June 2229, ~~2002~~2003, ~~the~~Romacorp ~~Company~~ operated 5543 Company-owned restaurants in 1413 states and, through its subsidiaries, franchised ~~103~~110 restaurants in 2221 states and ~~101~~104 restaurants in international locations.

Results of Operations

~~The~~Romacorp ~~Company~~ receives revenues from restaurant sales, franchise fees and royalties. ~~Net franchise revenues include franchise fees and royalty income and is presented net of direct expenses associated with the franchising of the Tony Roma's concept.~~ Cost of sales includes food and beverage costs. Direct labor costs include salaries, benefits, bonuses and related taxes for restaurant personnel. Other operating expenses include rent, depreciation, advertising, utilities, supplies, paper, property taxes and insurance and other costs directly associated with operating a restaurant facility.

The table below sets forth the percentage relationship to total revenues, unless otherwise indicated, of certain items included in ~~the Company~~Romacorp's condensed consolidated statements of operations for the periods indicated:

	Thirteen Weeks Ended						~~Thirty-Nine Weeks Ended~~
	December 22, 2002			December 23, 2001			December 22, 2002			December 23, 2001
	June 29, 2003			June 23, 2002
	(Unaudited)						~~(Unaudited)~~
REVENUES:
Restaurant sales		89.5	%		90.7	%
Net restaurant sales		91.0	%		90.6	%		91.3	%		92.0	%
Franchise fees and royalties		10.5	%		9.3	%
Net franchise revenue		9.0	%		9.4	%		8.7	%		8.0	%
		100.0	%		100.0	%
		100.0	%		100.0	%		100.0	%		100.0	%
COST AND EXPENSES:
COST AND EXPENSES:
Cost of sales (1)		32.4	%		32.4	%
Cost of sales (1)		32.4	%		32.2	%		32.3	%		33.0	%
Direct labor (1)		34.1	%		33.8	%
Direct labor (1)		35.7	%		35.4	%		34.6	%		34.1	%
Other (1)		28.7	%		29.5	%
Other (1)		30.4	%		30.4	%		30.1	%		29.3	%
General and administrative expenses		8.9	%		9.3	%
General and administrative expenses		8.3	%		7.4	%		8.1	%		7.0	%
Operating income		5.9	%		3.9 3.9	%
Operating income		2.0	%		3.8	%		3.2	%		4.3	%

~~(1)~~ As a percentage of ~~net~~ restaurant sales.

Comparison of Operating Results for the Thirteen ~~and Thirty-Nine~~ Weeks Ended ~~December~~June 2229, ~~2002~~2003 with the Thirteen ~~and Thirty-Nine~~ Weeks Ended ~~December~~June 23, ~~2001~~2002
~~Net~~Restaurant ~~restaurant~~ sales
. Restaurant sales for the quarter ended June 29, 2003 were $25.2 million, representing a decrease of $2.6 million, or 9.3% from the $27.8 million reported during the same period of the prior year. Of this decrease, $2.0 million is due to the sale of 11 restaurants to a franchisee and the closure of one restaurant in the quarter ending June 29, 2003 and the closure of one restaurant during the prior fiscal year, and the remaining decrease is due to a 1.5% decrease in sales at comparable restaurants versus the same period of the prior year. There were 43 company-owned restaurants at June 29, 2003 compared to 56 Company-owned restaurants at June 23, 2002.

~~Net~~ Franchise ~~franchise~~fees ~~revenues~~and royalties
. Franchise fees and royalties increased $107,000 to $3.0 million for the quarter due to increases in royalties, franchise fees and retail royalties. Comparable sales at franchisee-operated restaurants decreased 1.8% for the quarter. During the quarter ended June 29, 2003, six franchise restaurants were opened, five franchise restaurants were closed and eleven company operated restaurants were transferred to a new franchisee.

Cost of sales
. Cost of sales as a percentage of restaurant sales was 32.4% for the quarters ended June 29, 2003 and June 23, 2002.

Direct labor costs.
Direct labor costs as a percentage of restaurant sales increased to 34.1% from 33.8% for the same quarter of the prior year due primarily to higher hourly labor costs and increased restaurant management bonuses.

Other. Other operating expenses ~~for~~as ~~the~~a ~~quarter~~percentage ~~decreased $540,000 to $7.5 million or 30.4%~~ of ~~net~~ restaurant sales ~~compared with 30.4% of net restaurant sales for the same quarter of the prior year. On a year-to-date basis, other operating expenses~~ decreased ~~$1.9 million~~ to ~~$23~~28.~~5 million or 30.1~~7% ~~of net restaurant sales~~ from ~~$25.4 million or~~ 29.35% ~~of net restaurant sales~~ for the same ~~period~~quarter of the prior year. ~~The~~due ~~decrease~~primarily into ~~cost~~lower ~~for~~depreciation ~~the quarter~~ and ~~year-to-date~~advertising ~~period~~expenses, ispartially ~~due~~offset ~~primarily~~by tohigher ~~the~~paper ~~closure~~and ofutility ~~five restaurants during the prior fiscal year~~costs.

General and administrative expenses
. General and administrative expenses for the quarter were $2.5 million, representing a decrease of $327,000 from the $2.8 million reported during the same quarter of the prior year. The decrease is due primarily to decreases in the number of field supervisory staff, lower management training wages and the favorable variance in the current year that resulted from expense incurred in the prior year related to the exchange offer that was announced on May 14, 2002 and expired on June 18, 2002.

Interest expense
. Interest expense for the quarter was $2.1 million, representing an increase of $33,000 from the same quarter of the prior year. The increase is due to an increase in the balance of the Revolving Credit Facility.

Miscellaneous. M
iscellaneous expense of $11,000 for the quarter was $99,000 lower than the same quarter of the prior year due primarily to the loss recognized on the sale of closed or transferred restaurant properties.

Income tax ~~benefit~~
. Income tax expense for the quarter represents foreign tax expense and income taxes assessed at the state level for states which the Company does not have any net operating losses available. During the fourth quarter of the prior fiscal year, the Company recorded a valuation allowance for 100% of its deferred tax assets and has adjusted the valuation allowance accordingly during the quarter to maintain a full valuation allowance. During the first quarter of the prior year, the Company recorded a tax benefit of $256,000.

Liquidity and Capital Resources

Romacorp has a working capital surplus of $1.5 million as the Company has maximized its borrowing capacity under the Revolving Credit Facility and has cash and cash equivalents on hand of $11.9 million as of June 29, 2003. The working capital surplus includes $1.75 million in current maturities of long-term debt. The working capital surplus decreased from $1.9 million at March 30, 2003.

As of March 30, 2003, Romacorp's ~~has~~long-term debt consisted of a ~~working~~note ~~capital~~payable ~~deficit~~under the Revolving Credit Facility, which is secured by substantially all of the assets of Romacorp. The Revolving Credit Facility provides for borrowings in an aggregate principal amount up to $825.20 million atand includes annual reductions in the maximum borrowing capacity ranging from $1.75 million in the first year up to $3.25 million in later years. To the extent Romacorp has not utilized $5 million of the borrowing capacity to repurchase Senior Notes by December 2231, ~~2002~~2003, ~~which~~the ismaximum ~~common~~borrowing incapacity of the ~~restaurant~~Revolving ~~industry,~~Credit asFacility ~~restaurant~~will ~~companies~~be doreduced ~~not~~on ~~typically~~that ~~require~~date aby ~~significant~~the ~~investment~~difference inbetween ~~accounts~~$5 ~~receivable~~million orand ~~inventory~~the amount borrowed pursuant to the Revolving Credit Facility to repurchase Senior Notes. The ~~working~~maximum ~~capital~~borrowing ~~deficit~~capacity ~~increased~~is ~~from~~also ~~$4.6~~limited ~~million~~by atfunded ~~March~~debt ~~24,~~covenants ~~2002~~that ~~due~~require ~~primarily~~Romacorp to ~~increases~~maintain ina ~~accrued~~Funded ~~interest~~Debt ~~expense~~to Adjusted EBITDA ratio of 3.5:1.0 excluding the Senior Notes and ~~other~~7.5:1.0 ~~accrued~~including ~~liabilities,~~the ~~reductions~~Senior ofNotes. The ~~inventory~~Revolving ~~held~~Credit Facility will expire in ~~storage~~December 2012 and bears interest at the ~~disposition~~one-month ofLIBOR ~~assets~~plus ~~held~~4.5%. ~~for~~The ~~sale~~interest rate is subject to maintaining certain financial covenants and is paid monthly.

AsThe Company's ofSenior ~~December~~Notes 22mature on July 1, ~~2002~~2006. If no additional Senior Notes are purchased on the open market, ~~Romacorp's~~the ~~long-term~~current ~~debt~~outstanding ~~consisted~~balance of a$55.0 ~~note~~million ~~payable~~will tobecome adue ~~bank~~at ~~under~~that time. The Company believes the ~~Revolving~~opportunity ~~Credit~~to ~~Facility~~refinance the current obligation with similar publicly traded unsecured debt instruments is remote. Therefore, ~~which~~the ~~was~~Company ~~secured~~has byengaged ~~substantially~~Houlihan ~~all~~Lokey ofHoward & Zukin to assess the ~~assets~~potential offor ~~Romacorp~~refinancing the debt and to provide other restructuring alternatives. AsWhile ofvarious ~~December~~alternatives ~~22,~~are ~~2002~~currently being evaluated, the payment of the semi-annual interest payment of $133.03 million due July 1, 2003 was ~~outstanding~~not made. The grace period to make the interest payment expired on July 31, 2003 creating an event of default under the ~~Revolving~~terms ~~Credit~~of ~~Facility~~the indenture. The Company is unable to predict the likelihood of success of this restructuring effort. To the extent Romacorp is not successful in the restructuring effort, the holders of the Senior Notes could force the Company into bankruptcy, which could lead to a material adverse affect.

OnRomacorp's ~~December~~ability ~~31,~~to ~~2002,~~refinance ~~Romacorp~~its ~~executed~~debt aand ~~loan~~generate ~~agreement~~cash ~~and~~flow ~~promissory~~from ~~note~~operations ~~with~~sufficient GEto ~~Capital~~make ~~Franchise~~scheduled ~~Finance~~payments ~~(the~~on ~~"New~~its ~~Revolving~~debt ~~Credit~~as ~~Facility")~~they become due will depend on Romacorp's future performance and ability to ~~replace~~successfully ~~the~~implement ~~prior~~its ~~facility.~~business ~~The~~and ~~New~~growth ~~Revolving~~strategies. ~~Credit~~Romacorp's ~~Facility~~performance iswill ~~secured~~be affected by ~~substantially~~prevailing ~~all~~economic conditions and financial, business and other factors. Many of these factors are beyond Romacorp's control. In the ~~assets~~event ofthat Romacorp is unable to refinance its debt, Romacorp may be left without sufficient liquidity and nomay not be able to meet its debt ~~obligations~~service ~~remained~~requirements. In such case, an event of default would occur under the Revolving Credit Facility. and could result in all of our indebtedness becoming immediately due and payable.

~~The~~ Romacorp ~~New~~believes ~~Revolving~~cash ~~Credit~~flow ~~Facility~~generated ~~provides~~from ~~for~~operations ~~borrowings~~and inworking ancapital ~~aggregate~~are principal ~~amount~~indicators upof toits ~~$25.0~~liquidity ~~million and includes annual reductions in the maximum borrowing capacity ranging from $1~~condition.75 ~~million in the first year up to $3.25 million in later years. To the extent~~ Romacorp's ~~has~~principal ~~not~~sources ~~utilized $5 million~~ of ~~the~~liquidity ~~borrowing capacity to repurchase Senior Notes by December 31, 2003, the maximum borrowing capacity of the New Revolving Credit Facility will be reduced~~ on ~~that~~both ~~date~~a bylong-term ~~the difference between $5 million~~ and ~~the~~short-term ~~amount~~basis ~~borrowed~~are ~~pursuant~~cash toflow ~~the~~generated ~~New~~from ~~Revolving~~operations Credit Facility to repurchase Senior Notes. The maximum borrowing capacity is also limited by funded debt covenants that require Romacorp to maintain a Funded Debt to EBITDA ratio of 3.5:1.0 excluding the Senior Notes and ~~7.5:1.0 including~~ the ~~Senior Notes. The New~~ Revolving Credit Facility ~~will expire in December 2012 and bears interest at the one-month LIBOR plus 4~~.~~5%. The interest rate is subject to maintaining certain financial covenants and is paid monthly.~~

~~Romacorp's~~Cash ~~ability to generate cash~~ flow ~~from~~provided ~~operations~~by ~~sufficient~~operating toactivities ~~make~~for ~~scheduled~~the ~~payments~~13 onweeks ~~its~~ended ~~debt~~June as29, ~~they~~2003 ~~become~~was ~~due~~$1.5 ~~will~~million ~~depend~~compared onto ~~Romacorp's~~$4.0 ~~future~~million ~~performance~~during ~~and~~the ~~ability~~same toperiod ~~successfully~~of ~~implement~~the ~~its~~prior ~~business and growth strategies~~year. ~~Romacorp's~~Capital ~~performance~~expenditures ~~will~~were be$580,000 ~~affected~~for bythe ~~prevailing~~13 ~~economic~~weeks ~~conditions~~ended ~~and~~June ~~financial~~29, ~~business~~2003 and ~~other~~were ~~factors.~~funded ~~Many~~through ~~of these factors are beyond Romacorp's control. Romacorp believes~~ cash flow ~~generated~~ from operations. ~~and~~Romacorp ~~working~~received ~~capital~~net ~~are~~proceeds ~~principal indicators~~ of ~~its~~$4.7 ~~liquidity~~million ~~condition.~~related ~~Romacorp's~~to ~~principal~~the ~~sources~~sale of ~~liquidity~~eleven onproperties ~~both~~to a ~~long-term~~franchisee and ~~short-term~~one ~~basis~~property ~~are~~that ~~cash~~was ~~flow~~closed ~~generated~~pursuant ~~from~~to ~~operations~~a ~~and~~lease termination agreement during the ~~New~~13 ~~Revolving~~weeks ~~Credit~~ended ~~Facility~~June 29, 2003.

~~Cash~~During ~~flow provided by operating activities for~~ the 3913 weeks ended ~~December~~June 2229, ~~2002~~2003, ~~was~~franchisees ~~$2.2~~opened ~~million compared to $2.~~6 ~~million~~restaurants ~~during the same period of the prior year. Capital expenditures were $1.7 million for the 39 weeks ended December 22, 2002~~ and ~~were~~closed ~~funded~~5 ~~through cash flow from operations and the proceeds from asset sales~~restaurants. ~~The Company received proceeds of $2.2 million related to the sale of three restaurant properties during the 39 weeks ended December 22, 2002.~~

During the 39 weeks ended December 22, 2002, 13 franchise restaurants were opened and five franchise restaurants were closed.
Forward-Looking Statements

The statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other statements that are not historical facts contained herein are forward-looking statements that involve estimates, risks and uncertainties, including but not limited to: consumer demand and the potential impact of the events of September 11, 2001 on consumer demand; market acceptance risk; the level of and the effectiveness of marketing campaigns by ~~the Company~~Romacorp; training and retention of skilled management and other restaurant personnel; ~~the Company~~Romacorp's ability to locate and secure acceptable restaurant sites; the effect of economic conditions, including interest rate fluctuations; the impact of competing restaurants and concepts; new product introductions; product mix and pricing; the cost of commodities and other food products; labor shortages and costs and other risks detailed in ~~the Company~~Romacorp's filings with the Securities and Exchange Commission.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Romacorp is exposed to market risk from changes in interest rates on debt and changes in commodity prices, particularly baby-back rib prices.

Romacorp's exposure to interest rate risk relates to the variable rate Revolving Credit Facility, which is benchmarked to United States and European short-term interest rates. Romacorp does not use derivative financial instruments to manage overall borrowing costs or reduce exposure to adverse fluctuations in interest rates. The impact on Romacorp's results of operations of a one point interest rate change on the outstanding balance of the variable rate debt as of ~~December~~June 2229, ~~2002~~2003 would be immaterial.

Baby-back ribs represent approximately 25% of Romacorp's cost of sales. Because baby-back ribs are a by-product of pork processing, their price is influenced largely by the demand for boneless pork. Historically, the cost of baby-back ribs has been volatile. Significant changes in the price of baby-back ribs and other ribs sold by Romacorp could materially increase the Company's cost of sales and adversely affect the business, results of operations and financial condition of Romacorp. Romacorp actively manages its rib costs through supply commitments in advance of a specific need. However, the arrangements are terminable at will at the option of either party without prior notice. Therefore, there can be no assurance that any of the supply commitments will not be terminated in the future. As a result, Romacorp is subject to the risk of substantial and sudden price increases, shortages or interruptions in supply of such items, which could have a material adverse effect on the business, financial condition and results of operations of Romacorp.

Romacorp purchases certain other commodities used in food preparation. These commodities are generally purchased based upon market prices established with vendors. These purchase arrangements may contain contractual features that limit the price paid by establishing certain price floors or caps. Romacorp does not use financial instruments to hedge commodity prices because these purchase arrangements help control the ultimate cost paid and any commodity price aberrations are generally short term in nature.

This market risk discussion contains forward-looking statements. Actual results may differ materially from this discussion based upon general market conditions and changes in domestic and global financial markets and the factors discussed under "Forward-Looking Statements" above.

ITEM 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. ~~Within~~ The ~~the~~Company 90carried ~~days~~out ~~prior~~an toevaluation ~~the~~as ~~date~~ of ~~this~~the ~~report,~~end of the ~~Company~~period ~~carried~~covered ~~out~~by anthis ~~evaluation,~~report under the supervision and with the participation of the Company's management, including the Company's President and Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures, aspursuant ~~defined~~to in Exchange Act Rule ~~15d-14~~13(ca)-15d. Based upon that evaluation, the Company's President and Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures ~~are~~were effective in ~~enabling~~timely ~~the~~alerting ~~Company~~them to ~~record,~~material ~~process,~~information ~~summarize~~relating ~~and~~to ~~report~~the ~~information~~Company required to be included in the Company's periodic SEC filings ~~within the required time period~~.

(b) Changes in internal controls.
There were no significant changes in the Company's internal control over financial reporting identified in connection with the evaluation described in paragraph (a) above, that have materially affected or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 6. Exhibits and Reports on Form 8-K

ITEM 1.	Legal Proceedings.

	The Company is party to various lawsuits arising in the normal course of business. Management believes that the ultimate outcome of these matters will not have a material effect on the Company's consolidated financial position, results of operations or cash flows.

ITEM 2.	Changes in Securities.

	Not applicable.

ITEM 3.	Defaults Upon Senior Securities.

	Not applicable.

ITEM 4.	Submission of Matters to a Vote of Security Holders.

	Not applicable.

ITEM 5.	Other Information.

	Not applicable.

ITEM 6.	Exhibits and Reports on Form 8-K.

(a)	Exhibits

10.22	Letter of employment and agreement dated as of May 27, 2003 by and among Romacorp and David W. Head.

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(b)	Reports on Form 8-K

	The following report on Form 8-K was filed during the quarter covered by this report: On June 23, 2003, Romacorp issued a news release entitled "Romacorp, Inc., Operator of Tony Roma's Restaurants, Names David Head CEO and President."

(a) Exhibits
None.
(b) Reports on Form 8-K
The following report on Form 8-K was filed during the quarter covered by this report:
Romacorp filed a report on Form 8-K with the SEC dated January 6, 2003, reporting under Item 5 that on December 31, 2002, Romacorp, Inc. announced that it has entered into a new $25.0 million credit agreement with GE Capital Franchise Finance to replace the previous agreement with another lender.
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 thereunto duly authorized.

	ROMACORP, INC.
Date: February 4, 2003	By:	/s/ Richard A. Peabody
Date: August 13, 2003	By:	/s/David W. Head
		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
		David W. Head
		President & Chief Executive Officer
Date: August 13, 2003	By:	/s/Richard A. Peabody
		Richard A. Peabody
		Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)

CERTIFICATION

I, Frank H. Steed, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Romacorp, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 4, 2003 /s/ Frank H. Steed President and Chief Executive Officer

CERTIFICATION

I, Richard A. Peabody, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Romacorp, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 4, 2003 /s/ Richard A. Peabody Vice President and Chief Financial Officer

(a)	Exhibits
	None.
(b)	Reports on Form 8-K
	The following report on Form 8-K was filed during the quarter covered by this report:
	Romacorp filed a report on Form 8-K with the SEC dated January 6, 2003, reporting under Item 5 that on December 31, 2002, Romacorp, Inc. announced that it has entered into a new $25.0 million credit agreement with GE Capital Franchise Finance to replace the previous agreement with another lender.

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