SC 13D/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                  SCHEDULE 13D
                                 (RULE 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. 1)(1)

                                  Luby's, Inc.
                                  ------------
                                (Name of Issuer)

                          Common Stock, Par Value $0.32
                          -----------------------------
                         (Title of Class of Securities)

                                    549282101
                                    ---------
                                 (CUSIP Number)

                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                October 15, 2007
                                ----------------
             (Date of Event Which Requires Filing of This Statement)

      If the filing person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box / /.

      NOTE.  Schedules filed in paper format shall include a signed original and
five copies of the schedule,  including  all exhibits.  SEE Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 22 Pages)


- ----------------
(1)   The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

      The information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  SEE the
NOTES).



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 2 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    PARCHE, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    WC
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  298,320
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              298,320
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    298,320
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    1.1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 3 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    Cayman Islands
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,566,180
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,566,180
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,566,180
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    6.0%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    CO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 4 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    RCG STARBOARD ADVISORS, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,864,500
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,864,500
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,864,500
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IA, OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 5 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    RAMIUS CAPITAL GROUP, L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,864,500
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,864,500
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,864,500
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IA, OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 6 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    C4S & CO., L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     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         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,864,500
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              1,864,500
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,864,500
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 7 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    PETER A. COHEN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   1,864,500
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              1,864,500
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,864,500
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 8 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MORGAN B. STARK
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   1,864,500
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              1,864,500
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,864,500
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 9 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    JEFFREY M. SOLOMON
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   1,864,500
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              1,864,500
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,864,500
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 10 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    THOMAS W. STRAUSS
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   1,864,500
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              1,864,500
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,864,500
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 11 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEPHEN FARRAR
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 - **
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 - **
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 - **
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0% **
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                     **See Item 5.



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 12 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MATTHEW Q. PANNEK
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    XXX
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 - **
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 - **
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 - **
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0% **
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                     **See Item 5.



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 13 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    WILLIAM J. FOX
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 - **
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 - **
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 - **
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0% **
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                     **See Item 5.



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 14 of 22 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    BRION G. GRUBE
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) /X/
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 - **
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 - **
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    - 0 - **
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    0% **
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                     **See Item 5.



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 15 of 22 Pages
- ----------------------                                    ----------------------


            The following  constitutes  Amendment No. 1 ("Amendment No. 1") to
the Schedule 13D filed by the  undersigned.  This  Amendment  No. 1 amends the
Schedule 13D as specifically set forth.

Item 2 is hereby amended to add the following:

            Stephen Farrar, Matthew Q. Pannek, William J. Fox and Brion G. Grube
are hereby added as Reporting  Persons to the Schedule 13D  (together,  with the
original Reporting Persons, the "Ramius Group").

            Stephen  Farrar  ("Mr.  Farrar")  is a  nominee  for  the  Board  of
Directors of the Issuer and his principal occupation is serving as a consultant.
The principal business address of Mr. Farrar is P.O. Box 6554, Stateline, Nevada
89449. Mr. Farrar is a citizen of the United States of America.

            Matthew  Q.  Pannek  ("Mr.  Pannek")  is a nominee  for the Board of
Directors of the Issuer and his principal occupation is serving as a consultant.
The  principal  business  address  of Mr.  Pannek  is 3140 La  Ventana  Parkway,
Driftwood, Texas 78619. Mr. Pannek is a citizen of the United States of America.

            William J. Fox ("Mr.  Fox") is a nominee for the Board of  Directors
of the Issuer and his principal  occupation is serving as a business advisor and
strategy consultant.  The principal business address of Mr. Fox is P.O. Box 893,
Alpine N.J. 07620. Mr. Fox is a citizen of the United States of America.

            Brion G. Grube ("Mr. Grube") is a nominee for the Board of Directors
of the Issuer and he is currently retired. The principal business address of Mr.
Grube is 5078 Via Santana, Newbury Park, CA 91320. Mr. Grube is a citizen of the
United States of America.

            No Reporting Person has, during the last five years,  been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
No  Reporting  Person  has,  during the last five  years,  been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such  proceeding  was or is subject to a  judgment,  decree or final
order  enjoining  future  violations of, or prohibiting or mandating  activities
subject  to,  federal or state  securities  laws or finding any  violation  with
respect to such laws.

Item 3 is hereby amended to add the following:

            The Shares purchased by Starboard and Parche were purchased with the
working capital of such entities  (which may, at any given time,  include margin
loans made by brokerage firms in the ordinary course of business) in open market
purchases,  as set forth in  Schedule  A,  which is  incorporated  by  reference
herein. The aggregate  purchase cost of the 1,864,500 Shares  beneficially owned
in  the   aggregate   by  all  of  the   Reporting   Persons  is   approximately
$18,148,165.00, excluding brokerage commissions.

Item 4 is hereby amended to add the following:



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 16 of 22 Pages
- ----------------------                                    ----------------------


            The Ramius Group is seeking  representation on the Issuer's Board of
Directors (the "Board").  Starboard  delivered a letter to the Issuer on October
15, 2007 (the "Nomination  Letter") nominating Messrs.  Farrar,  Pannek, Fox and
Grube,  as set forth  therein,  for election to the Board at the  Issuer's  2008
annual meeting of shareholders (the "2008 Annual Meeting").  A copy of the press
release  issued by Starboard on October 17, 2007  announcing the delivery of the
Nomination Letter is attached hereto as Exhibit 99.1 and is incorporated  herein
by reference.

Item 5 is hereby amended and restated as follows:

            The  aggregate  percentage of Shares  reported  owned by each person
named herein is based upon 26,153,799 Shares  outstanding,  as of June 11, 2007,
which is the total  number of Shares  outstanding  as reported  in the  Issuer's
Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
on June 15, 2007.

A.    Parche

      (a)   As of the date of this filing, Parche beneficially owns 298,320
            Shares.

            Percentage: 1.1% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 298,320
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 298,320
            4. Shared power to dispose or direct the disposition: 0

      (c)   The transactions in the Shares by Parche during the past 60 days
            are set forth in Schedule A and are incorporated by reference.
            All transactions were effected in the open market, except as
            otherwise noted.

B.    Starboard

      (a)   As of the date of this filing, Starboard beneficially owns
            1,566,180 Shares.

            Percentage: 6.0% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 1,566,180
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 1,566,180
            4. Shared power to dispose or direct the disposition: 0

      (c)   The transactions in the Shares by Starboard during the past 60
            days are set forth in Schedule A and are incorporated by
            reference.  All transactions were effected in the open market,
            except as otherwise noted.

C.    RCG Starboard Advisors

      (a)   As of the date of this filing, as managing member of Parche and
            the investment manager of Starboard, RCG Starboard Advisors may
            be deemed the beneficial owner of (i) 298,320 Shares owned by
            Parche and (ii) 1,566,180 Shares owned by Starboard.



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 17 of 22 Pages
- ----------------------                                    ----------------------


            Percentage: 7.1% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 1,864,500
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 1,864,500
            4. Shared power to dispose or direct the disposition: 0

      (c)   RCG Starboard Advisors did not enter into any transactions in the
            Shares during the past 60 days.  The transactions in the Shares
            during the past 60 days on behalf of Parche and Starboard are set
            forth in Schedule A and are incorporated by reference.  All
            transactions were effected in the open market, except as
            otherwise noted.

D.    Ramius Capital

      (a)   As of the date of this filing, as the sole member of RCG
            Starboard Advisors Ramius Capital may be deemed the beneficial
            owner of (i) 298,320 Shares owned by Parche and (ii) 1,566,180
            Shares owned by Starboard.

            Percentage: 7.1% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 1,864,500
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 1,864,500
            4. Shared power to dispose or direct the disposition: 0

      (c)   Ramius Capital did not enter into any transactions in the Shares
            during the past 60 days.  The transactions in the Shares during
            the past 60 days on behalf of Parche and Starboard are set forth
            in Schedule A and are incorporated by reference.  All
            transactions were effected in the open market, except as
            otherwise noted.

E.    C4S

      (a)   As of the date of this filing, as the managing member of Ramius
            Capital, C4S may be deemed the beneficial owner of (i) 298,320
            Shares owned by Parche and (ii) 1,566,180 Shares owned by
            Starboard.

            Percentage: 7.1% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 1,864,500
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 1,864,500
            4. Shared power to dispose or direct the disposition: 0

      (c)   C4S did not enter into any transactions in the Shares during the
            past 60 days.  The transactions in the Shares during the past 60
            days on behalf of Parche and Starboard are set forth in Schedule
            A and are incorporated by reference.  All transactions were
            effected in the open market, except as otherwise noted.



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 18 of 22 Pages
- ----------------------                                    ----------------------


F.    Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon

      (a)   As of the date of this filing, as the managing members of C4S,
            each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be
            deemed the beneficial owner of (i) 298,320 Shares owned by Parche
            and (ii) 1,566,180 Shares owned by Starboard.

            Percentage: 7.1% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 0
            2. Shared power to vote or direct vote: 1,864,500
            3. Sole power to dispose or direct the disposition: 0
            4. Shared power to dispose or direct the disposition: 1,864,500

      (c)   None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has
            entered into any transactions in the Shares during the past 60
            days.  The transactions in the Shares during the past 60 days on
            behalf of Parche and Starboard are set forth in Schedule A and
            are incorporated by reference.  All transactions were effected in
            the open market, except as otherwise noted.

G.    None of Messrs. Farrar, Pannek, Fox and Grube directly owns any Shares
      nor have they entered into any transactions in the Shares during the
      past 60 days.  Each of Messrs. Farrar, Pannek, Fox and Grube, by virtue
      of his status as a director nominee of Starboard, may be deemed to
      beneficially own the 298,320 Shares owned by Parche and the 1,566,180
      Shares owned by Starboard.  Each of Messrs. Farrar, Pannek, Fox and
      Grube disclaims beneficial ownership of such Shares. The transactions
      in the Shares during the past 60 days on behalf of Parche and Starboard
      are set forth in Schedule A and are incorporated by reference.  All
      transactions were effected in the open market, except as otherwise
      noted.

      (d)   No person other than the Reporting Persons is known to have the
            right to receive, or the power to direct the receipt of dividends
            from, or proceeds from the sale of, such shares of the Common
            Stock.

      (e)   Not applicable.

Item 6 is hereby amended to add the following:

            On October 17,  2007,  the  Reporting  Persons  entered into a Joint
Filing and Solicitation  Agreement in which, among other things, (a) the parties
agreed to the joint filing on behalf of each of them of  statements  on Schedule
13D with respect to the  securities of the Issuer to the extent  required  under
applicable  securities  laws,  (b) the parties  agreed to form the group for the
purpose of  soliciting  proxies  or written  consents  for the  election  of the
persons  nominated by Starboard to the Issuer's Board at the 2008 Annual Meeting
and for the purpose of taking all other actions  incidental to the foregoing and
(c)  Starboard  shall have the right to  pre-approve  all  expenses  incurred in
connection  with the  group's  activities  and agreed to pay  directly  all such
pre-approved  expenses on a pro rata basis between Starboard and Parche based on
the number of Shares in the  aggregate  held by each of Starboard  and Parche on



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 19 of 22 Pages
- ----------------------                                    ----------------------


the date hereof. A copy of this agreement is attached hereto as Exhibit 99.2 and
is incorporated herein by reference.

      Pursuant  to  letter  agreements,  Starboard  and  Parche  have  agreed to
indemnify each of Messrs.  Farrar,  Pannek, Fox and Grube against claims arising
from the  solicitation  of proxies  from the Issuer's  shareholders  at the 2008
Annual Meeting and any related  transactions.  A form of the letter agreement is
attached hereto as Exhibit 99.3 and is incorporated herein by reference.

      RCG Starboard  Advisors has agreed to compensate  each of Messrs.  Farrar,
Pannek,  Fox and Grube for being named as and serving as a nominees for election
as  directors of the Issuer  pursuant to letter  agreements  (the  "Compensation
Letter   Agreements").   Pursuant  to  the  terms  of  the  Compensation  Letter
Agreements, RCG Starboard Advisors has agreed to pay each such nominee $5,000 in
cash upon the submission of the  Nomination  Letter by Starboard to the Company.
Upon the filing of a definitive proxy statement with the Securities and Exchange
Commission relating to a solicitation of proxies in favor of each such nominee's
election as a director at the 2008 Annual  Meeting,  RCG Starboard  Advisors has
agreed to allow each such nominee to receive a profit participation with respect
to the sale by RCG Starboard Advisors or its affiliates,  as the case may be, of
the last $20,000 worth of Shares (the "Participation Shares") beneficially owned
by either RCG  Starboard  Advisors or its  affiliates,  as the case may be, to a
third party  unaffiliated  with any member of the Ramius Group.  Pursuant to the
terms of the Compensation Letter Agreements,  each such nominee will be entitled
to receive a cash  payment  equal to the amount,  if any, by which the  proceeds
received by RCG Starboard  Advisors or its affiliates,  as the case may be, from
the sale of the Participation Shares exceeds $20,000 in the aggregate. A form of
the  Compensation  Letter  Agreement  is attached  hereto as Exhibit 99.4 and is
incorporated herein by reference.

Item 7 is hereby amended to include the following exhibits:

            Exhibit 99.1.  Press release, dated October 17, 2007, announcing the
                           delivery by Starboard of the Nomination Letter to the
                           Issuer.

            Exhibit 99.2.  Joint Filing Agreement and Solicitation  Agreement by
                           and among Parche,  Starboard RCG Starboard  Advisors,
                           Ramius  Capital,  C4S, Mr. Cohen,  Mr.  Solomon,  Mr.
                           Stark, Mr. Strauss,  Mr. Farrar,  Mr. Pannek, Mr. Fox
                           and Mr. Grube, dated October 17, 2007.

            Exhibit 99.3.  Form of Indemnification Letter Agreement.

            Exhibit 99.4.  Form of Compensation Letter Agreement.

            Exhibit 99.5.  Power of Attorney for Stephen Farrar.

            Exhibit 99.6.  Power of Attorney for Matthew Q. Pannek.

            Exhibit 99.7.  Power of Attorney for William J. Fox.

            Exhibit 99.8.  Power of Attorney for Brion G. Grube.



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 20 of 22 Pages
- ----------------------                                    ----------------------


                                   SIGNATURES
                                   ----------

            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.


Dated: October 17, 2007

PARCHE, LLC                                    RCG STARBOARD ADVISORS, LLC
By: RCG Starboard Advisors, LLC,               By: Ramius Capital Group, L.L.C.,
    its managing member                            its sole member

STARBOARD VALUE AND OPPORTUNITY                RAMIUS CAPITAL GROUP, L.L.C.
MASTER FUND LTD.                               By: C4S & Co., L.L.C.,
By: RCG Starboard Advisors, LLC,               as managing member
    its investment manager
                                               C4S & CO., L.L.C.

                           By: /s/ Jeffrey M. Solomon
                               ---------------------------
                               Name: Jeffrey M. Solomon
                               Title: Authorized Signatory


/s/ Jeffrey M. Solomon
- ---------------------------
JEFFREY M. SOLOMON
As attorney-in-fact for Peter A.
Cohen, Morgan B. Stark and Thomas W.
Strauss


/s/ Jeffrey C. Smith
- ---------------------------
JEFFREY C. SMITH
As attorney-in-fact for Stephen Farrar,
Matthew Q. Pannek, William J. Fox and
Brion G. Grube



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 21 of 22 Pages
- ----------------------                                    ----------------------


                                   SCHEDULE A
                                   ----------

               Transactions in the Shares During the Past 60 Days
               --------------------------------------------------

  Shares of Common Stock           Price Per                  Date of
    Purchased / (Sold)              Share($)              Purchase / Sale
    ------------------              --------              ---------------

                                   PARCHE, LLC
                                   -----------
          27,120                    10.0024                  08/17/07

               STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
               ------------------------------------------------
         142,380                    10.0024                  08/17/07



- ----------------------                                    ----------------------
CUSIP No. 549282101                   13D                    Page 22 of 22 Pages
- ----------------------                                    ----------------------


                                  EXHIBIT INDEX
                                  -------------

      Exhibit                                                 Exhibit Number
      -------                                                 --------------

      Press release, dated October 17, 2007, announcing            99.1
      the delivery by Starboard Value and Opportunity
      Master Fund Ltd. of the Nomination Letter to the
      Issuer.

      Joint Filing and Solicitation Agreement by and               99.2
      among Starboard Value and Opportunity Master Fund
      Ltd., Parche, LLC, RCG Starboard Advisors, LLC,
      Ramius Capital Group, L.L.C., C4S & Co., L.L.C.,
      Peter A. Cohen, Morgan B. Stark, Thomas W.
      Strauss, Jeffrey M. Solomon, Stephen Farrar,
      Matthew Q. Pannek, William J. Fox and Brion G.
      Grube, dated October 17, 2007.

      Form of Indemnification Letter Agreement.                    99.3

      Form of Compensation Letter Agreement.                       99.4

      Power of Attorney for Stephen Farrar.                        99.5

      Power of Attorney for Matthew Q. Pannek.                     99.6

      Power of Attorney for William J. Fox.                        99.7

      Power of Attorney for Brion G. Grube.                        99.8

EX-99.1

                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE


              RAMIUS CAPITAL DISCLOSES NOMINATION OF FOUR DIRECTOR
                        CANDIDATES FOR LUBY'S, INC. BOARD

  PROPOSES SLATE OF INDEPENDENT NOMINEES WITH RESTAURANT INDUSTRY AND CORPORATE
    FINANCE EXPERIENCE TO STRENGTHEN THE BOARD AND OVERSEE EXPANSION STRATEGY

NEW YORK - OCTOBER 17, 2007 - Starboard Value and Opportunity  Master Fund Ltd.,
an affiliate of RCG Starboard  Advisors,  LLC and Ramius Capital  Group,  L.L.C.
(collectively,  "Ramius"), today announced that it has nominated a slate of four
independent  candidates  for election to the Board of Directors of Luby's,  Inc.
("Luby's" or the "Company")  (NYSE: LUB) at the Company's 2008 Annual Meeting of
Shareholders.  Ramius,  which beneficially owns approximately 7.1% of the common
stock of Luby's,  detailed  its  intention  in a written  notice to the Board of
Directors of Luby's.

Ramius believes that its nominees will strengthen the quality of Luby's Board by
adding  valuable  restaurant  industry  and  corporate  finance  expertise.   In
addition,  Ramius  believes  that its  nominees  can prove  valuable  in helping
management  evaluate  and execute on its new growth  strategy,  explore  various
strategic and financing  alternatives to enhance  shareholder  value, and ensure
that the Company is being run solely for the benefit of all Luby's shareholders.

Ramius  Partner   Jeffrey  C.  Smith  said,   "As  Luby's  largest   independent
shareholder, we firmly believe the Company is undervalued.  While we are excited
about the potential growth prospects for the business,  we believe the board can
be strengthened to enable a higher  probability of the most successful  outcome.
To this end, Ramius has nominated four independent,  experienced  restaurant and
corporate  finance  industry   professionals  to  assist  Luby's  in  maximizing
shareholder value. Our independent  nominees are well qualified to help evaluate
and  then  oversee  all  available  opportunities  while  ensuring  that  Luby's
maintains an appropriate  capital structure and real estate portfolio.  They are
committed to acting solely in the best interests of all Luby's shareholders."

Ramius' four independent nominees,  none of whom come from Ramius, together form
an experienced  team that intends to focus on unlocking value for the benefit of
all Luby's shareholders. They are:

Stephen Farrar          Stephen Farrar (age 57) served as Senior Vice President,
                        Western Region of Wendy's International, Inc. (NYSE: WEN)
                        from 1992 until September 2006.  From March 1998 to June
                        1999, Mr. Farrar also acted as Regional Vice President of
                        Wendy's Pacific International Region.  Mr. Farrar joined
                        Wendy's in 1980 and has held various executive positions,
                        including Division Vice President, Texas Division



                        (1987-1992), Regional Vice President, Franchise
                        Operations (1983-1987) and Regional Director, Company
                        Operations (1981-1983). Prior to joining Wendy's, Mr.
                        Farrar served as President and Owner of Restaurant
                        Profitability Analysts, a restaurant consulting firm
                        (1979-1980) and President of Pelican's Restaurants, a
                        casual dining chain (1976-1978). Mr. Farrar served on the
                        Board of Directors of Pasta Pomodoro, a California and
                        Arizona restaurant chain, from 2005-2006. Mr. Farrar
                        attended the University of Texas at Arlington, where he
                        studied business pre-law.

William J. Fox          William J. Fox (age 51) is currently a business advisor
                        and strategy consultant.  From August 2006 until
                        September 2007, Mr. Fox was Executive Chairman of the
                        Board and a director (since December 2004) of Nephros,
                        Inc. (AMEX: NEP), a medical device company.  From October
                        2004 until May 2006, Mr. Fox was Vice Chairman of
                        Barrington Capital and several of its affiliates, a group
                        of equity investment funds.  Until December 2006, Mr. Fox
                        had been a member of the Barrington Advisory Board since
                        the founding of Barrington Funds in 1999.  From October
                        2004 until May 2006, Mr. Fox served as President, Chief
                        Executive Officer and a director of LQ Corporation
                        (formerly OTCBB: LQCI, now merged into Sielox, Inc.), a
                        marketer of commercial and government security solutions,
                        and from December 2004 until May 2006, Mr. Fox served as
                        President, Chief Executive Officer and a director of
                        Dynabazaar Inc. (OTCBB: FAIM), now Sielox, Inc. (OTCBB:
                        SLXN.OB), which was formerly engaged in online auctions
                        of surplus assets.  From November 2005 until May 2006,
                        Mr. Fox also served as a member of the Executive
                        Committee of Register.com (Cayman) L.P., a provider of
                        domain name registration and Internet services.  From
                        February 1999 until October 2004, Mr. Fox served as
                        Chairman, President, Chief Executive Officer and a
                        director of AKI, Inc. ("AKI"), a marketing and
                        interactive advertising company, and during that time,
                        Mr. Fox also served as President, Chief Executive Officer
                        and a director of AKI Holding Corp., the parent of AKI.
                        Prior to joining AKI, Mr. Fox served as
                        President-Strategic & Corporate Development of Revlon
                        Worldwide, Inc., Chief Executive Officer of Revlon
                        Technologies, Inc., Senior Executive Vice President of
                        Revlon, Inc. and Senior Vice President of MacAndrews &
                        Forbes Holdings Inc. ("MacAndrews").  Mr. Fox joined
                        MacAndrews in 1983 and held various senior executive



                        positions in MacAndrews and in several of its
                        subsidiaries and affiliates, including Revlon, Inc.,
                        Brooks Drugs, The Coleman Company, First Gibraltar Bank
                        Holdings, Wilbur Chocolate, New World Entertainment and
                        Technicolor Inc.  Mr. Fox has also served as a director
                        of several public companies, including Loehmann's Holding
                        Inc. (formerly NASD:LHMS) where he was Co-Chairman of the
                        Board (October 2000 through October 2004), MM Companies
                        Inc. (now George Foreman Enterprises Inc.) (2003-2004),
                        Revlon, Inc. (NYSE:REV) (1996-1999) and the Hain Food
                        Group where he was Vice Chairman of the Board (NASD:HAIN)
                        (1996-1999).  Mr. Fox received a B.B.A. (magna cum laude)
                        in Public Accounting from Pace University Lubin School
                        and an M.B.A. (with distinction) in Public Accounting
                        from Pace University Graduate School.  Mr. Fox is also a
                        Certified Public Accountant.

Brian G. Grube          Brian Grube (age 56) served as Chief Executive Officer
                        and President of Baja Fresh Mexican Grill, a subsidiary
                        of Wendy's International, Inc. (NYSE: WEN), from 2005 to
                        2006.  From 2004 to 2005, Mr. Grube served as Chief
                        Executive Officer and President of Cafe Express, also a
                        subsidiary of Wendy's, and as Executive Vice President of
                        Wendy's International Division.  Mr. Grube joined Wendy's
                        in 1990 and has held various executive positions,
                        including Senior Vice President of the International
                        Division from (2001-2004), Senior Vice President of
                        Wendy's Restaurants of Canada (1993-2001) and a Division
                        Vice President in Virginia (1990-1993).  Mr. Grube
                        previously was a Division Vice President for Imperial
                        Savings Association (1998-1990) and a Senior Vice
                        President of Operations for Globe Glass Inc./US Auto
                        Glass Centers, a private auto glass company (1987-1988).
                        Mr. Grube also spent 13 years with Pizza Hut, Inc.
                        (1975-1987) in various management roles, including region
                        manager, Director of Systems Development, District
                        Manager, Area Manager and Restaurant Manager.  Mr. Grube
                        served on the Board of Directors of Pasta Pomodoro from
                        2003 to 2004.  Mr. Grube has a Bachelor of Science Degree
                        in Social Studies from Millersville University.

Matthew Q. Pannek       Matthew Q. Pannek (age 40) served as President and Chief
                        Executive Officer of Magic Brands, LLC and Fuddruckers,
                        Inc., which owns and franchises restaurant chains under
                        the Fuddruckers and Koo Koo Roo brands, from May 2006



                        until August 2007.  Mr. Pannek served as Chief Financial
                        Officer of Fuddruckers, Inc. from February 2005 to May
                        2006.  From 1999 to February 2005, Mr. Pannek served as
                        Director of Accounting/Finance and Director of Investor
                        Relations of Brinker International, Inc. (NYSE:EAT),
                        which owns and franchises casual dining chains, including
                        Chili's, On the Border Mexican Grill and Cantina,
                        Maggiano's Little Italy, and Romano's Macaroni Grill.
                        Prior to joining Brinker, Mr. Pannek served as Chief
                        Financial Officer of Aaron Brothers, Inc., a subsidiary
                        of Michaels Stores, Inc. (NYSE: MIK), a retailer of arts
                        and crafts materials, from 1996 to 1998, and as
                        Acquisition & Capital Placement Manager of Maverick
                        Capital Equity Partners, a consulting firm affiliated
                        with Aaron Brothers, Inc., from 1995 to 1996. From 1987
                        to 1995, Mr. Pannek served as Vice President of Corporate
                        Operations & Finance of MJDesigns, Inc., an arts and
                        crafts retailer and original founder of Michaels Stores.
                        Mr. Pannek has served as a member of the Board of
                        Directors of Fuddruckers, Inc., King Cannon, Inc.,
                        Atlantic Restaurant Ventures, Inc. and Aaron Brothers,
                        Inc.  Mr. Pannek received a B.A. in Finance from the
                        University of North Texas.

ABOUT RAMIUS CAPITAL GROUP, L.L.C.

Ramius Capital Group is a registered  investment  advisor that manages assets of
approximately  $9.6 billion in a variety of alternative  investment  strategies.
Ramius  Capital  Group is  headquartered  in New York with  offices  located  in
London, Tokyo, Hong Kong, Munich, and Vienna.

                 CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital
Group,  L.L.C.  ("Ramius  Capital"),  together with the other participants named
herein,  intends to make a preliminary  filing with the  Securities and Exchange
Commission  ("SEC") of a proxy  statement and an  accompanying  proxy card to be
used to  solicit  votes for the  election  of its  nominees  at the 2008  annual
meeting of shareholders of Luby's, Inc., a Delaware corporation (the "Company").

RAMIUS  CAPITAL  ADVISES  ALL  SHAREHOLDERS  OF THE  COMPANY  TO READ THE  PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME  AVAILABLE  BECAUSE THEY WILL
CONTAIN  IMPORTANT  INFORMATION.  SUCH PROXY  MATERIALS  WILL BE AVAILABLE AT NO
CHARGE  ON  THE  SEC'S  WEB  SITE  AT   HTTP://WWW.SEC.GOV.   IN  ADDITION,  THE
PARTICIPANTS  IN THE  PROXY  SOLICITATION  WILL  PROVIDE  COPIES  OF  THE  PROXY
STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO



THE PARTICIPANTS' PROXY SOLICITOR,  INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE
NUMBER: (877) 800-5185.

The  participants in the proxy  solicitation are Starboard Value and Opportunity
Master Fund Ltd., a Cayman Islands exempted company ("Starboard"),  Parche, LLC,
a Delaware limited liability company ("Parche"),  RCG Starboard Advisors, LLC, a
Delaware  limited  liability  company ("RCG  Starboard"),  Ramius Capital Group,
L.L.C., a Delaware limited  liability  company  ("Ramius  Capital"),  C4S & Co.,
L.L.C., a Delaware limited liability company ("C4S"),  Peter A. Cohen, Morgan B.
Stark, Thomas W. Strauss, Jeffrey M. Solomon, Stephen Farrar, Matthew Q. Pannek,
William J. Fox and Brion G. Grube (the "Participants").

Starboard  beneficially  owns  1,566,180  shares of Common Stock of the Company.
Parche  beneficially owns 298,320 shares of Common Stock of the Company.  As the
investment manager of Starboard and the managing member of Parche, RCG Starboard
may be deemed to  beneficially  own the 1,566,180  shares of Common Stock of the
Company owned by Starboard and the 298,320 shares of Common Stock of the Company
owned by Parche.  As the sole  member of RCG  Starboard,  Ramius  Capital may be
deemed to beneficially  own the 1,566,180  shares of Common Stock of the Company
owned by Starboard  and the 298,320  shares of Common Stock of the Company owned
by  Parche.  As the  managing  member  of Ramius  Capital,  C4S may be deemed to
beneficially  own the  1,566,180  shares of Common Stock of the Company owned by
Starboard and the 298,320 shares of Common Stock of the Company owned by Parche.

As the managing  members of C4S, each of Mr. Cohen,  Mr. Stark,  Mr. Strauss and
Mr.  Solomon may be deemed to  beneficially  own the 1,566,180  shares of Common
Stock of the Company owned by Starboard  and the 298,320  shares of Common Stock
of the Company owned by Parche.

None of Mr. Farrar,  Mr. Pannek,  Mr. Fox and Mr. Grube directly owns any shares
of Common Stock of the Company.  Each of Mr. Farrar, Mr. Pannek, Mr. Fox and Mr.
Grube, by virtue of his status as a director nominee of Starboard, may be deemed
to beneficially own the 1,566,180 shares of Common Stock of the Company owned by
Starboard and the 298,320 shares of Common Stock of the Company owned by Parche.
Each of Mr.  Farrar,  Mr.  Pannek,  Mr. Fox and Mr. Grube  disclaims  beneficial
ownership of such Shares.

                                      # # #

CONTACT:

Media & Shareholders:
Sard Verbinnen & Co.
Dan Gagnier or Renee Soto, 212-687-8080

EX-99.2

                                                                    Exhibit 99.2


                     JOINT FILING AND SOLICITATION AGREEMENT

      WHEREAS,   certain  of  the  undersigned  are   stockholders,   direct  or
beneficial, of Luby's, Inc., a Delaware corporation (the "Company");

      WHEREAS,  Starboard  Value and  Opportunity  Master  Fund  Ltd.,  a Cayman
Islands  exempted  company  ("Starboard"),   Parche,  LLC,  a  Delaware  limited
liability company ("Parche"),  RCG Starboard  Advisors,  LLC, a Delaware limited
liability  company,  Ramius Capital Group,  L.L.C., a Delaware limited liability
company ("Ramius  Capital"),  C4S & Co.,  L.L.C.,  a Delaware limited  liability
company, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon,
Stephen  Farrar,  Matthew Q.  Pannek,  William J. Fox and Brion G. Grube wish to
form a group for the purpose of seeking representation on the Board of Directors
of the Company at the 2008 annual meeting of stockholders of the Company, or any
other  meeting  of  stockholders  held in lieu  thereof,  and any  adjournments,
postponements,   reschedulings  or  continuations   thereof  (the  "2008  Annual
Meeting")  and for the purpose of taking all other  action  necessary to achieve
the foregoing.

      NOW, IT IS AGREED, this 17th day of October 2007 by the parties hereto:

      1. In accordance with Rule 13d-1(k)(1)(iii)  under the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act"),  each  of  the  undersigned
(collectively, the "Group") agrees to the joint filing on behalf of each of them
of statements on Schedule 13D, and any amendments  thereto,  with respect to the
securities of the Company. Each member of the Group shall be responsible for the
accuracy  and  completeness  of  his/its  own  disclosure  therein,  and  is not
responsible for the accuracy and completeness of the information  concerning the
other  members,  unless  such  member  knows or has  reason  to know  that  such
information is inaccurate.  Ramius Capital or its  representative  shall provide
each  member of the Group with  copies of all  Schedule  13D  filings  and other
public  filings to be filed on behalf of such  member at least 24 hours prior to
the filing or submission thereof.

      2. So long as this agreement is in effect,  each of the undersigned  shall
provide  written  notice to  Olshan  Grundman  Frome  Rosenzweig  & Wolosky  LLP
("Olshan") of (i) any of their  purchases or sales of securities of the Company;
or (ii) any  securities  of the  Company  over which they  acquire or dispose of
beneficial  ownership.  Notice  shall be given no later than 24 hours after each
such transaction.

      3. Each of the  undersigned  agrees to form the Group for the  purpose  of
soliciting proxies or written consents for the election of the persons nominated
by the Group to the Board of Directors of the Company at the 2008 Annual Meeting
and for the purpose of taking all other actions incidental to the foregoing.

      4. Starboard and Parche shall have the right to  pre-approve  all expenses
incurred in connection with the Group's activities and agree to pay directly all
such  pre-approved  expenses on a pro rata basis  between  Starboard  and Parche
based on the  number of Shares in the  aggregate  beneficially  owned by each of
Starboard and Parche on the date hereof.




      3. Each of the  undersigned  agrees that any SEC filing,  press release or
stockholder  communication  proposed  to be made or  issued  by the Group or any
member of the  Group in  connection  with the  Group's  activities  set forth in
Section 4 shall be first  approved by Ramius  Capital,  or its  representatives,
which approval shall not be unreasonably withheld.

      6. The  relationship of the parties hereto shall be limited to carrying on
the business of the Group in accordance with the terms of this  Agreement.  Such
relationship  shall be  construed  and  deemed  to be for the  sole and  limited
purpose of carrying on such business as described  herein.  Nothing herein shall
be construed to authorize  any party to act as an agent for any other party,  or
to create a joint venture or partnership,  or to constitute an  indemnification.
Nothing herein shall  restrict any party's right to purchase or sell  securities
of the Company, as he/it deems appropriate, in his/its sole discretion, provided
that all such sales are made in compliance with all applicable securities laws.

      7. This Agreement may be executed in counterparts,  each of which shall be
deemed an original and all of which,  taken together,  shall  constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.

      8. In the  event of any  dispute  arising  out of the  provisions  of this
Agreement or their  investment in the Company,  the parties  hereto  consent and
submit to the  exclusive  jurisdiction  of the Federal  and State  Courts in the
State of New York.

      9. Any party hereto may terminate his/its obligations under this Agreement
on 24 hours' written  notice to all other parties,  with a copy by fax to Steven
Wolosky at Olshan, Fax No. (212) 451-2222.

      10. Each party  acknowledges that Olshan shall act as counsel for both the
Group and Ramius Capital and its affiliates  relating to their investment in the
Company.

      11. Each of the  undersigned  parties  hereby  agrees that this  Agreement
shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii)
under the Exchange Act.


                                       2


      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as of the day and year first above written.

PARCHE, LLC                                    RCG STARBOARD ADVISORS, LLC
By: RCG Starboard Advisors, LLC,               By: Ramius Capital Group, L.L.C.,
    its managing member                            its sole member

STARBOARD VALUE AND OPPORTUNITY                RAMIUS CAPITAL GROUP, L.L.C.
MASTER FUND LTD.                               By: C4S & Co., L.L.C.,
By: RCG Starboard Advisors, LLC,               as managing member
    its investment manager
                                               C4S & CO., L.L.C.

                           By: /s/ Jeffrey M. Solomon
                               ---------------------------
                               Name: Jeffrey M. Solomon
                               Title: Authorized Signatory


/s/ Jeffrey M. Solomon
- ---------------------------
JEFFREY M. SOLOMON
As attorney-in-fact for Peter A.
Cohen, Morgan B. Stark and Thomas W.
Strauss


/s/ Jeffrey C. Smith
- ---------------------------
JEFFREY C. SMITH
As attorney-in-fact for Stephen Farrar,
Matthew Q. Pannek, William J. Fox and
Brion G. Grube

EX-99.3

                                                                    Exhibit 99.3


                STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
                                   PARCHE, LLC
                         C/O RCG STARBOARD ADVISORS, LLC
                          666 THIRD AVENUE, 26TH FLOOR
                            NEW YORK, NEW YORK 10017


                                October __, 2007

____________________
____________________
____________________
____________________
____________________

                        Re:   LUBY'S, INC.

Dear ____________________:

      Thank you for  agreeing to serve as a nominee for election to the Board of
Directors of Luby's,  Inc.  ("Luby's") in connection with the proxy solicitation
that  Starboard  Value  and  Opportunity   Master  Fund  Ltd.  and  Parche,  LLC
(collectively,  the "Ramius Group") are considering  undertaking to nominate and
elect  directors  at Luby's 2008 annual  meeting of  stockholders,  or any other
meeting  of   stockholders   held  in  lieu  thereof,   and  any   adjournments,
postponements,   reschedulings  or  continuations  thereof  (the  "Ramius  Group
Solicitation").  Your  outstanding  qualifications,  we  believe,  will  prove a
valuable asset to Luby's and all of its stockholders. This letter will set forth
the terms of our agreement.

      The members of the Ramius Group agree to jointly and  severally  indemnify
and hold  you  harmless  against  any and all  claims  of any  nature,  whenever
brought,   arising   from  the  Ramius  Group   Solicitation   and  any  related
transactions,  irrespective of the outcome; PROVIDED, however, that you will not
be entitled to  indemnification  for claims arising from your gross  negligence,
willful misconduct, intentional and material violations of law, criminal actions
or material breach of the terms of this agreement;  PROVIDED FURTHER,  that this
indemnification  agreement and all of the Ramius Group's  obligations  hereunder
shall not apply to any of your  actions or  omissions  as a director  of Luby's.
This  indemnification  will  include any and all losses,  liabilities,  damages,
demands,  claims, suits, actions,  judgments, or causes of action,  assessments,
costs  and  expenses,   including,  without  limitation,   interest,  penalties,
reasonable  attorneys'  fees,  and any and all  reasonable  costs  and  expenses
incurred in  investigating,  preparing  or  defending  against  any  litigation,
commenced or  threatened,  any civil,  criminal,  administrative  or arbitration
action, or any claim  whatsoever,  and any and all amounts paid in settlement of
any claim or litigation asserted against,  resulting,  imposed upon, or incurred
or suffered by you,  directly or indirectly,  as a result of or arising from the
Ramius Group Solicitation and any related transactions (each, a "Loss").

      In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss,  you shall give the Ramius Group prompt  written notice of
such claim or Loss  (provided  that failure to promptly  notify the Ramius Group
shall not  relieve  us from any  liability  which we may have on account of this
Agreement, except to the extent we shall have been materially prejudiced by such
failure). Upon receipt of such written notice, the Ramius Group will provide you
with counsel to represent  you. Such counsel  shall be reasonably  acceptable to
you. In addition, you will be reimbursed promptly for all Losses suffered by you
and as  incurred  as provided  herein.  The Ramius  Group may not enter into any
settlement of loss or claim without your consent unless such settlement includes
a release of you from any and all liability in respect of such claim.



      You  hereby  agree to keep  confidential  and not  disclose  to any party,
without  the  consent of the Ramius  Group,  any  confidential,  proprietary  or
non-public  information  (collectively,  "Information") of the Ramius Group, its
affiliates  or  members  of its  Schedule  13D group  which you have  heretofore
obtained or may obtain in connection  with your service as a nominee  hereunder.
Notwithstanding  the foregoing,  Information  shall not include any  information
that is publicly disclosed by the Ramius Group, its affiliates or members of its
Schedule  13D  group or any  information  that you can  demonstrate  is now,  or
hereafter  becomes,  through no act or  failure  to act on your part,  otherwise
generally known to the public.

      Notwithstanding  the  foregoing,  if you are required by  applicable  law,
rule,  regulation  or legal  process to disclose any  Information  you may do so
provided  that you first  promptly  notify the  Ramius  Group so that the Ramius
Group or any member  thereof may seek a  protective  order or other  appropriate
remedy or, in the Ramius  Group's sole  discretion,  waive  compliance  with the
terms of this  Agreement.  In the event that no such  protective  order or other
remedy is obtained or the Ramius Group does not waive  compliance with the terms
of this Agreement,  you may consult with counsel at the cost of the Ramius Group
and you may furnish only that portion of the  Information  which you are advised
by counsel is legally  required to be so disclosed and you will request that the
party(ies) receiving such Information maintain it as confidential.

      All  Information,  all copies thereof,  and any studies,  notes,  records,
analysis,  compilations  or other  documents  prepared  by you  containing  such
Information,  shall be and remain the property of the Ramius Group and, upon the
request of a representative  of the Ramius Group, all such information  shall be
returned  or,  at the  Ramius  Group's  option,  destroyed  by  you,  with  such
destruction confirmed by you to the Ramius Group in writing.

      This  letter  agreement  shall be governed by the laws of the State of New
York, without regard to the principles of the conflicts of laws thereof.


                               *        *        *



      If you agree to the  foregoing  terms,  please sign below to indicate your
acceptance.

                                          Very truly yours,

                                          STARBOARD VALUE AND OPPORTUNITY MASTER
                                          FUND LTD.

                                          By: RCG Starboard Advisors, LLC,
                                              its investment manager

                                          By:
                                              ----------------------------------
                                          Name:
                                          Title: Authorized Signatory


                                          PARCHE, LLC

                                          By: RCG Starboard Advisors, LLC,
                                              its managing member

                                          By:
                                              ----------------------------------
                                          Name:
                                          Title: Authorized Signatory

ACCEPTED AND AGREED:


- ---------------------------

EX-99.4

                                                                    Exhibit 99.4


                           RCG STARBOARD ADVISORS, LLC
                          666 THIRD AVENUE, 26TH FLOOR
                            NEW YORK, NEW YORK 10017


                                October ___, 2007

____________________
____________________
____________________
____________________
____________________


Dear ____________________:

      This letter sets forth our mutual  agreement with respect to  compensation
to be paid to you for your  agreement  to be named and  serve as a nominee  of a
group of investors (the "Ramius Group"),  including RCG Starboard Advisors, LLC,
a subsidiary of Ramius Capital Group, L.L.C. ("RCG Starboard"),  for election as
a director of Luby's,  Inc. (the "Company") at the Company's 2008 annual meeting
of stockholders,  or any other meeting of stockholders held in lieu thereof, and
any  adjournments,  postponements,  reschedulings or continuations  thereof (the
"Annual Meeting").

      1. CASH PAYMENT; PROFIT PARTICIPATION.  In consideration of your agreement
         to be named and serve as nominee of the Ramius  Group for election as a
         director of the Company at the Annual Meeting,  the undersigned  hereby
         agrees to (i) pay you $5,000 in cash upon the Ramius Group submitting a
         letter to the Company  nominating you for election as a director of the
         Company (with such payment to be made as soon as reasonably practicable
         after you have been  nominated)  and (ii) in the event the Ramius Group
         files a  definitive  proxy  statement  with  the  U.S.  Securities  and
         Exchange Commission (the "Proxy Statement")  relating to a solicitation
         of proxies in favor of your  election  as a director  of the Company at
         the Annual Meeting (the date of such filing being hereinafter  referred
         to as the  "Proxy  Filing  Date"),  to allow  you to  receive  a profit
         participation  with  respect  to  the  sale  by  RCG  Starboard  or its
         affiliates,  as the case may be, of the last $20,000 worth of shares of
         the Company's common stock (the  "Participation  Shares")  beneficially
         owned by RCG Starboard to a third party unaffiliated with any member of
         the  Ramius  Group.  The  number  of  Participation   Shares  shall  be
         determined  by dividing  $20,000 by the closing  price of the Company's
         common stock on the Proxy Filing Date (the "Proxy Date Closing Price").
         Your profit  participation  shall entitle you to receive a cash payment
         equal to the  amount,  if any,  by which the  proceeds  received by RCG
         Starboard or its  affiliates,  as the case may be, from the sale of the
         Participation  Shares exceeds $20,000 in the aggregate (the "Contingent
         Payment").



      2. RIGHTS AS A STOCKHOLDER.  Your right to receive the Contingent  Payment
         shall not entitle you to any rights as a  stockholder  of the  Company,
         including,  without limitation, any voting rights or disposition rights
         with respect to the Participation Shares.

      3. FORFEITURE  OF  PROFIT  PARTICIPATION.   The  profits  related  to  the
         Participation  Shares will be paid to you in all circumstances upon and
         subject to the sale of the  Participation  Shares except (i) if you are
         not named in the Proxy  Statement  or if you  withdraw  your consent to
         serve as a director nominee of the Ramius Group after the filing of the
         Proxy  Statement,  (ii) if elected to the Company's Board of Directors,
         you  voluntarily  cease to serve as a director of the Company  prior to
         the  expiration  of  your  term,  (iii)  if you are in  breach  of your
         obligations under the indemnification agreement between us.

      4. NON-TRANSFERABILITY.   Your  right  to  the  profits   related  to  the
         Participation Shares is non-transferable.

      5. ENTIRE AGREEMENT.  AMENDMENT. This letter agreement contains the entire
         agreement between you and the undersigned and supersedes other oral and
         written  agreements  previously entered into by you and the undersigned
         concerning  the same  subject  matter.  This  letter  agreement  may be
         modified or rescinded only with the written consent of both parties.

      6. GOVERNING   LAW.  The  validity,   interpretation,   construction   and
         performance of this letter  agreement  shall be governed by the laws of
         the State of New York,  without regard to its principles of conflict of
         laws, and by applicable  laws of the United States.  The parties hereto
         consent to the  jurisdiction  of the New York  State and United  States
         courts  located in New York County,  New York for the resolution of any
         disputes  hereunder  and agree that  venue  shall be proper in any such
         court  notwithstanding  any principle of forum non  conveniens and that
         service of process on the parties  hereto in any proceeding in any such
         court may be effected in the manner  provided  herein for the giving of
         notices.  The parties hereto waive trial by jury in respect of any such
         proceeding.

      7. BINDING  EFFECT.  This  letter  agreement  shall  bind and inure to the
         benefit of you and your heirs, successors and assigns. If RCG Starboard
         transfers  all  of  the  Company's  common  stock  owned  by  it  to an
         affiliate,  RCG  Starboard,  as a condition  thereof,  shall cause such
         affiliate to assume the  obligations of RCG Starboard under this letter
         agreement.

      8. COUNTERPARTS.  This letter  agreement may be executed in  counterparts,
         each of which  shall be deemed  an  original,  and all of which,  taken
         together, shall constitute one and the same instrument.


                                       2


                                      RCG STARBOARD ADVISORS, LLC

                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:

Accepted and Agreed to:


- ------------------------------------------


                                       3

EX-99.5

                                                                    Exhibit 99.5


                                POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith his true and lawful attorney-in
fact and agent to execute and file with the Securities  and Exchange  Commission
any Schedule 13D, Schedule 13G, any settlement agreement,  any amendments to any
of the foregoing and any related documentation which may be required to be filed
in his individual capacity as a result of the undersigned's beneficial ownership
of,  or  participation  in a group  with  respect  to,  securities  directly  or
indirectly  beneficially  owned by Ramius  Capital Group,  L.L.C.  or any of its
affiliates,  of Luby's, Inc., and granting unto said  attorney-in-fact and agent
full power and authority to do and perform each and every act and thing which he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
The  authority of Jeffrey C. Smith under this Power of Attorney  shall  continue
with respect to the  undersigned  until the undersigned is no longer required to
file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing

Date: October 9, 2007

                                         /s/ Stephen Farrar
                                         ---------------------------------------
                                         Stephen Farrar

EX-99.6

                                                                    Exhibit 99.6


                                POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith his true and lawful attorney-in
fact and agent to execute and file with the Securities  and Exchange  Commission
any Schedule 13D, Schedule 13G, any settlement agreement,  any amendments to any
of the foregoing and any related documentation which may be required to be filed
in his individual capacity as a result of the undersigned's beneficial ownership
of,  or  participation  in a group  with  respect  to,  securities  directly  or
indirectly  beneficially  owned by Ramius  Capital Group,  L.L.C.  or any of its
affiliates,  of Luby's, Inc., and granting unto said  attorney-in-fact and agent
full power and authority to do and perform each and every act and thing which he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
The  authority of Jeffrey C. Smith under this Power of Attorney  shall  continue
with respect to the  undersigned  until the undersigned is no longer required to
file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing

Date: October 11, 2007

                                         /s/ Matthew Q. Pannek
                                         ---------------------------------------
                                         Matthew Q. Pannek

EX-99.7

                                                                    Exhibit 99.7


                                POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith his true and lawful attorney-in
fact and agent to execute and file with the Securities  and Exchange  Commission
any Schedule 13D, Schedule 13G, any settlement agreement,  any amendments to any
of the foregoing and any related documentation which may be required to be filed
in his individual capacity as a result of the undersigned's beneficial ownership
of,  or  participation  in a group  with  respect  to,  securities  directly  or
indirectly  beneficially  owned by Ramius  Capital Group,  L.L.C.  or any of its
affiliates,  of Luby's, Inc., and granting unto said  attorney-in-fact and agent
full power and authority to do and perform each and every act and thing which he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
The  authority of Jeffrey C. Smith under this Power of Attorney  shall  continue
with respect to the  undersigned  until the undersigned is no longer required to
file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing

Date: October 9, 2007

                                         /s/ William J. Fox
                                         ---------------------------------------
                                         William J. Fox

EX-99.8

                                                                    Exhibit 99.8


                                POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith his true and lawful attorney-in
fact and agent to execute and file with the Securities  and Exchange  Commission
any Schedule 13D, Schedule 13G, any settlement agreement,  any amendments to any
of the foregoing and any related documentation which may be required to be filed
in his individual capacity as a result of the undersigned's beneficial ownership
of,  or  participation  in a group  with  respect  to,  securities  directly  or
indirectly  beneficially  owned by Ramius  Capital Group,  L.L.C.  or any of its
affiliates,  of Luby's, Inc., and granting unto said  attorney-in-fact and agent
full power and authority to do and perform each and every act and thing which he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
The  authority of Jeffrey C. Smith under this Power of Attorney  shall  continue
with respect to the  undersigned  until the undersigned is no longer required to
file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing

Date: October 12, 2007

                                         /s/ Brion G. Grube
                                         ---------------------------------------
                                         Brion G. Grube