SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 7)*

LANDRY’S RESTAURANTS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

51508L 10 3

(CUSIP Number)

Tilman J. Fertitta

1510 West Loop South

Houston, Texas 77027

(713) 850-1010

(Name, Address and Telephone Number of Person authorized to Receive Notices and Communications)

with copies to:

Steve Wolosky

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

January 27, 2008

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-1(e), (f) or (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(b) for other parties to whom copies are to be sent.

*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 (“Act”) 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).

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Tilman J. Fertitta - ###-##-####
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*             PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             United States

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 6,631,481 (1) (2)
	8.    SHARED VOTING POWER                 -0-
	9.    SOLE DISPOSITIVE POWER                 6,631,481 (1) (2)
	10.    SHARED DISPOSITIVE POWER                 -0-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             6,631,481 (1) (2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             38.9% (See Item 5)
14.	TYPE OF REPORTING PERSON*             IN

⁽¹⁾ Includes 900,000 shares subject to options that have not been exercised by Tilman J. Fertitta but which are exercisable within 60 days of the date hereof.

⁽²⁾ Includes 500,000 shares of restricted Common Stock which vest 10 years from the date of each grant and an additional 275,000 shares of restricted Common Stock which vest 7 years from the date of grant.

AMENDMENT NO. 7 TO SCHEDULE 13D

This Amendment No. 7 amends and supplements the statement on Schedule 13D, as most recently amended by Amendment No. 6 dated October 30, 2006, filed by Tilman J. Fertitta (“Fertitta”) with respect to the Common Stock, par value $.01 per share (“Common Stock”) of Landry’s Restaurants, Inc. (“Landry’s”). Such Schedule 13D is hereby amended to add or revise information only to the items indicated.

ITEM 4. PURPOSE OF THE TRANSACTION

Item 4 is hereby amended to add the following:

On January 27, 2008, Fertitta made an offer to acquire all of the outstanding shares of Common Stock for $23.50 per share as set forth in a letter submitted by Fertitta to Landry’s Board of Directors, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference.

ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.

Paragraph (a) of Item 5 is hereby amended as follows:

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

Fertitta is the direct beneficial owner of (i) 4,956,481 shares of Common Stock, (ii) options to acquire an additional 900,000 shares of Common Stock which are exercisable within 60 days from the date hereof and (iii) 775,000 shares of restricted Common Stock, 500,000 shares of which vest 10 years from the date of grant and 275,000 shares of which vest 7 years from the date of grant, representing in the aggregate approximately 39% of the shares of Common Stock outstanding (based on 16,146,530 shares of Common Stock outstanding as of November 5, 2007, as reported in Landry’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2007). Fertitta has not entered into any transactions in the shares of Common Stock during the past 60 days.

ITEM 7. EXHIBITS

Item 7 is hereby amended to add the following exhibit:

1. Letter from Fertitta to Landry’s Board of Directors dated January 27, 2008.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

January 30, 2008

(Date)

/s/ Tilman J. Fertitta

(Signature)

EX-99.1

Exhibit 1

January 27, 2008

Board of Directors

Landry’s Restaurants, Inc.

1510 West Loop South

Houston, Texas 77027

Members of the Board of Directors:

I am pleased to offer to acquire, through an acquisition vehicle to be formed by me, all of the outstanding shares of common stock of Landry’s Restaurants, Inc. (“Landry’s” or the “Company”) at a cash purchase price of $23.50 per share. As you are aware, I currently beneficially own approximately 39% of the fully diluted capital stock of the Company. The total value of the transaction, including contribution of my existing equity plus refinancing of existing debt, is expected to be approximately $1.3 billion.

I believe that my offer is fair to and in the best interest of Landry’s and its various constituencies, including its public stockholders. This offer represents a 41% premium over the closing price of Landry’s common stock on January 25, 2008. Given the turmoil in the marketplace and the uncertainty in our industry, my offer provides certainty and liquidity for our stockholders.

The proposal, in addition to providing the public stockholders of the Company with a fair price for – and substantial premium on – their equity, will ensure the Company has the flexibility to meet the challenges of intensifying competition, shortage of workers, escalating real estate costs and the risk of new entrants in the years to come. I feel that a long-term, entrepreneurial management perspective is required that is not constrained by the public markets’ constant focus on short-term results and the need to constantly grow the core business in order to succeed in this fiercely competitive environment. As both a major stockholder and as the Company’s Chairman, President and Chief Executive Officer, I am convinced that private ownership is highly desirable and am willing to assume the risks of full ownership and additional leverage to ensure that the Company has the structure and flexibility it needs to continue to grow. I believe that a going-private transaction is the best strategic alternative available to enhance stockholder value for the Company and its public stockholders.

My current intent is to structure the transaction as a merger. In conjunction with the merger, Landry’s outstanding debt will be refinanced. I have spoken with potential financing sources for the transaction and am highly confident that I can obtain all debt financing to fund this transaction given that I will be contributing my entire 39% stock ownership and substantial additional cash equity. The transaction will also have to be approved by Landry’s stockholders. I would move promptly to obtain all necessary regulatory approvals for the transaction, including liquor license and gaming related matters and compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, upon execution of a definitive agreement. I am already licensed by the Nevada Gaming Commission. As a result, I anticipate all gaming-licensing requirements can be satisfied expeditiously. I do not anticipate any issues in obtaining any other regulatory approvals. I believe all these factors will provide a high degree of comfort that the proposed merger can be closed quickly and with certainty.

Following this transaction, I expect the Company’s senior management team would remain in place. I also anticipate that we will continue to run the business substantially in accordance with the Company’s current practice, with such changes as may be necessary to meet the long-term competitive environment and to realize our business objectives. I expect to maintain the Company’s valuable employee base, which I view as one of its most important assets.

Given my extensive history and knowledge of the Company, I am well positioned to negotiate and complete the transaction in an expedited manner and to promptly enter into discussions so that we can negotiate a merger agreement acceptable to all parties. We will provide you shortly with a proposed merger agreement. We anticipate such draft would include minimal representations and warranties.

I expect that the Board of Directors of Landry’s will form a special committee of independent directors to consider my proposal on behalf of Landry’s public stockholders and to recommend to the Board of Directors whether to approve the proposal. I will vote in favor of that delegation of authority. I also encourage the special committee to retain its own financial advisor and legal counsel to assist in its review. I would welcome the opportunity to present my proposal to the special committee as soon as possible.

This indication of interest is non-binding and no agreement, arrangement or understanding between the parties shall be created until such time as definitive documentation has been executed and delivered by Landry’s and all other appropriate parties and the agreement, arrangement or understanding has been approved by Landry’s Board of Directors and its special committee.

I, as well as my entire team, look forward to working with the special committee and its financial advisor and legal counsel to complete a mutually acceptable transaction that is attractive to the Company’s public stockholders. Should you have any questions, please contact me or my financial advisors.

Very truly yours,

/s/ Tilman J. Fertitta

Tilman J. Fertitta