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): December 114, 2010

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


Delaware	001-15531	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))

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Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On December 14, 2010, Landry’s Restaurants, Inc., a Delaware corporation ("Landry’s" or the "Company") announced ~~today~~ that ~~preliminary~~it ~~unaudited~~intended ~~revenues~~to ~~for~~offer up to an additional $87 million aggregate principal amount of 11 5/8% senior secured notes due 2015 (the ~~month~~"Additional Notes") in a private placement not registered under the Securities Act of ~~October~~1933. On December 14, 2010, ~~for~~the ~~its~~Company ~~Restaurant~~entered into a Purchase Agreement (the "Purchase Agreement") with Jefferies & Company, Inc., as sole book-running manager and ~~Hospitality~~Deutsche ~~Division~~Bank ~~were~~Securities, ~~$73~~Inc.5, ~~million~~as ~~versus~~Co-Manager relating to the offer and sale by the Company of $~~65.5~~87 million inaggregate ~~October~~principal ~~2009~~amount of Additional Notes. ~~Division~~The ~~level~~Company ~~unaudited~~will ~~cash~~receive ~~flows~~net ~~for~~proceeds ~~October~~from ~~2010~~the ~~were~~sale of Additional Notes of $1390.7 million. The ~~compared~~Additional ~~with~~Notes will have the same terms and will be part of the same series as the $10406.95 million inaggregate ~~October~~principal ~~2009.Preliminary~~amount ~~Adjusted~~of ~~EBITDA~~11 ~~for~~5/8 ~~the~~senior ~~Restaurant~~secured ~~and~~notes ~~Hospitality~~which ~~Division~~were issued in ~~October~~a ~~2010~~private ~~was~~placement which closed on November, 2009, and which were increased by $946.9 ~~million~~in ~~compared~~a toprivate $7placement which closed on April 28, 2010.1 ~~million~~The ~~for~~closing of the ~~same~~sale ~~period~~of inthe ~~2009.Preliminary~~Additional ~~unaudited~~Notes ~~results~~is inexpected ~~October~~to occur on December 20, 2010. The ~~for~~Additional Notes are being offered only to qualified institutional buyers pursuant to Rule 144A under the ~~Golden~~Securities ~~Nugget~~Act ~~Hotels~~of 1933, as amended (the "Securities Act") and ~~Casinos~~outside ~~showed~~the ~~revenues~~United ofStates ~~$22.0~~pursuant ~~million~~to inRegulation ~~October~~S ~~2010~~under ~~versus~~the ~~$18~~Securities Act.0 The ~~million~~Company inplans ~~October~~to ~~2009~~use ~~with~~a ~~unaudited~~portion ~~Adjusted~~of ~~EBITDA~~the net proceeds of ~~$6.1~~the ~~million~~Additional inNotes ~~October~~to ~~2010~~finance ~~versus~~the $3acquisition of Bubba Gump Shrimp Co.0 ~~million~~Restaurants, inInc. ~~October~~("Bubba ~~2009~~Gump").~~Preliminary~~ The ~~revenues~~remaining ~~and~~net ~~cash~~proceeds, ~~flows~~or ~~are~~all ~~subject~~of the net proceeds in the event that the acquisition of Bubba Gump is not consummated, will be used to ~~adjustment~~repay related fees and ~~correction~~for atgeneral corporate purposes.Concurrently with the ~~time~~closing ~~they~~of ~~are~~the ~~finalized.Adjusted~~offering, ~~EBITDA~~the isCompany ~~not~~and certain of the Company’s subsidiaries expect to enter into a ~~generally~~Third ~~accepted~~Amended ~~accounting~~and ~~principles~~Restated Credit Agreement (the "~~GAAP~~Amendment") ~~measurement~~. The ~~Company~~Amendment ~~defines~~allows ~~Adjusted~~for ~~EBITDA~~the asCompany ~~earnings~~to ~~from~~borrow ~~continuing~~$287.0 ~~operations~~million ~~before~~in ~~interest~~an ~~income~~aggregate ~~and~~principal ~~expense~~amount, ~~taxes,~~on ~~depreciation,~~a ~~amortization,~~senior ~~asset~~secured ~~impairment expenses~~basis, ~~gains~~which onwill ~~debt~~be ~~extinguishment;~~comprised ~~non-cash~~of ~~gains~~(a) ora ~~losses~~4-year on$100.0 ~~interest~~million ~~rate~~senior ~~swaps~~secured ~~not~~revolving ~~deemed~~credit ~~hedges~~facility, ~~transaction~~and ~~costs~~(b) ~~and~~a ~~non~~4-~~cash~~year ~~stock~~$187.0 ~~based~~million ~~compensation~~senior ~~expenses~~secured term loan facility, ~~and~~plus isprovides ~~presented~~for ~~solely~~an asaccordion feature which will allow for up to a ~~supplemental~~$50.0 ~~disclosure~~million ~~because~~increase in the ~~Company~~term ~~believes~~loan ~~that~~based iton iscompliance awith ~~widely~~certain ~~used~~covenants.The ~~measure~~Additional Notes will not be registered under the Federal Securities Act of ~~operating~~1933, ~~performance~~and may not be offered or sold in the ~~restaurant~~United States absent an applicable exemption from the registration requirements of the Securities Act and ~~gaming~~applicable ~~industry~~state laws. ~~Adjusted~~The ~~EBITDA~~summary isof ~~not~~the ~~intended~~foregoing totransaction beis ~~viewed~~qualified asin aits ~~source~~entirety ofby ~~liquidity~~reference orto asthe aPurchase ~~cash~~Agreement, ~~flow~~which ~~measure~~will be filed as ~~used~~an inexhibit to the ~~statement~~Company's ofAnnual ~~cash~~Report ~~flows~~on Form 10-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 14, 2010, the Company also entered into an amendment to its $235.6 million Second Amended and Restated Credit Agreement to allow for the issuance of the Additional Notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press Release dated December 14, 2010.

99.2 Press Release dated December 14, 2010.

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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.
December 1, 2010	By:	Steven L. Scheinthal
December 17, 2010	By:	Steven L. Scheinthal
		Name: Steven L. Scheinthal
		Title: EVP & General Counsel
		Title: Executive Vice President and General Counsel

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Exhibit Index


Exhibit No.		Description

99.1		Press Release dated December 14, 2010.
99.2		Press Release dated December 14, 2010.

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