sc13da1407160002_10202008.htm

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 7,760,076 (1) (2)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 7,760,076 (1) (2)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,760,076 (1) (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.5% (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.

CUSIP NO. 51508L 10 3

1	NAME OF REPORTING PERSON Fertitta Holdings, 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 7,760,076(1) (2)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 7,760,076(1) (2)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,760,076(1) (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.5% (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)

CUSIP NO. 51508L 10 3

AMENDMENT NO. 14 TO SCHEDULE 13D

The following constitutes Amendment No. 14 (“Amendment No. 14”) to the Schedule 13D filed by the undersigned. This Amendment No. 14 amends the Schedule 13D as specifically set forth:

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended to add the following:

The aggregate purchase price of the 728,595 shares of Common Stock acquired by Fertitta since the filing of Amendment No. 12 to the Schedule 13D is approximately $8,434,002.18, excluding brokerage commissions. Such shares were acquired with Fertitta’s personal funds.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a) is hereby amended and restated to read as follows:

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

Fertitta is the direct beneficial owner of 7,760,076 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 45.5% of the shares of Common Stock outstanding (based on 16,142,130 shares of Common Stock outstanding as of September 9, 2008, as reported in Landry’s Schedule 14A filed with the Securities and Exchange Commission on October 8, 2008).

Parent may also be deemed to beneficially own 7,760,076 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, as amended.

Item 5(b) is hereby amended to add the following:

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

Pursuant to the First Amendment to Agreement and Plan of Merger dated October 18, 2008, Fertitta may not vote the 728,595 shares of Common Stock acquired by Fertitta since the filing of Amendment No. 12 to the Schedule 13D in favor of adoption of the Merger Agreement at the Special Meeting when held.

Item 5(c) is hereby amended to add the following:

Schedule A annexed hereto lists all transactions in securities of Landry’s by the Reporting Persons since the filing of Amendment No. 12 to the Schedule 13D. All such transactions were effected in the open market.

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.

	October 23, 2008
	(Date)


	/s/ Tilman J. Fertitta
	Tilman J. Fertitta


	FERTITTA HOLDINGS, INC.

	By: /s/ Tilman J. Fertitta
	Name: Tilman J. Fertitta
	Title: Chief Executive Officer and President

CUSIP NO. 51508L 10 3

Common Stock	363,524	11.5805	10/20/08
Common Stock	190,071	11.7192	10/21/08
Common Stock	175,000	11.4099	10/22/08