8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                 August 13, 2003

                                   ----------

                Date of Report (Date of earliest event reported)


                            MEXICAN RESTAURANTS, INC.
                            -------------------------
             (Exact Name of Registrant as Specified in its Charter)


         Texas                      000-28234                   76-0493269
        -------                     ---------                 --------------
(State of Organization)     (Commission File Number)          (IRS Employer
                                                           Identification No.)

                                 1135 Edgebrook
                             Houston, TX 77034-1899
                             ----------------------
         (Address of Registrant's Principal Executive Office) (Zip Code)


                                 (713) 943-7574
                                 --------------
              (Registrant's telephone number, including area code)


Item 5. Other Events.

         On August 12, 2003, Mexican Restaurants, Inc. (the "Company") disclosed
by press release that it has decided to apply for listing on the Nasdaq SmallCap
Market after receiving notice from the Nasdaq Listing Qualifications Staff that
the minimum market value of its publicly held shares of its common stock
presently fails to comply with the requirements for continued listing on the
Nasdaq National Market

         A copy of the Company's press release is filed as an exhibit to this
report.

Item 7. Financial Statements and Exhibits.


(c) Exhibit:

      99.1    Press release of Mexican Restaurants, Inc., dated August 12, 2003


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        MEXICAN RESTAURANTS, INC.



                                        By: /s/ Andrew J. Dennard
                                        ----------------------------------------
                                        Name: Andrew J. Dennard
                                        Title: Vice President, Chief Financial
                                        Officer, Treasurer and Corporate
                                        Secretary



Date:  August 13, 2003



                                  EXHIBIT INDEX


EXHIBIT
  NO.                   DESCRIPTION
- -------                 -----------

 99.1     Press release of Mexican Restaurants, Inc. dated August 12, 2003

EX-99.1

(MEXICAN RESTAURANTS, INC. LOGO)


FOR IMMEDIATE RELEASE


Contact:  Mexican Restaurants, Inc.
          Andrew J. Dennard
          (713) 943-7574


                           Mexican Restaurants, Inc.
             Announces Contemplated Move to Nasdaq SmallCap Market
                                 (NASDAQ:CASA)


     Houston, Texas (August 12, 2003) Mexican Restaurants, Inc. has decided to
apply for listing on the Nasdaq SmallCap Market after receiving notice from the
Nasdaq Listing Qualifications Staff that the minimum market value of its
publicly held shares of its common stock presently fails to comply with the
requirements for continued listing on the Nasdaq National Market.

     Louis P. Neeb, the Company's Chairman of the Board of Directors, in
commenting on the Company's decision, stated that, "The Nasdaq SmallCap Market
should provide liquidity for the Company's shareholders. We will continue to
focus our efforts on executing our business plan and enhancing long-term
shareholder value." Mr. Neeb added, "A significant cause of the Nasdaq staff
action is the high percentage of the Company stock currently owned by the
Company's directors and executives. Combined, these individuals own or control
1,967,906 shares, or 58.1% of the outstanding shares of the Company. By their
acquiring and continuing to hold Company stock, they have demonstrated their
commitment to the Company, but have also reduced the number of shares which may
be used in calculating the minimum market value required for continued listing
on the Nasdaq National Market."


Mexican Restaurants, Inc. operates and franchises 83 Mexican restaurants.  The
current system includes 51 Company-operated restaurants and 31 franchisee
operated restaurants and one licensed restaurant.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995.  Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.  Such factors include,
among others, the following: growth strategy; dependence on executive officers;
geographic concentration; increasing susceptibility to adverse conditions in
the region; changes in consumer tastes and eating habits; national, regional or
local economic and real estate conditions; demographic trends; inclement
weather; traffic patterns; the type, number and location of competing
restaurants; inflation; increased food, labor and benefit costs; the
availability of experienced management and hourly employees; seasonality and
the timing of new restaurant openings; changes in governmental regulations;
dram shop exposure; and other factors not yet experienced by the Company.  The
use of words such as "believes", "anticipates", "expects", "intends" and
similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying such statements.  Readers are urged
to carefully review and consider the various disclosures made by the Company in
this release and in the Company's Annual Report and Form 10-K for the fiscal
year ended December 29, 2002, that attempt to advise interested parties of the
risks and factors that may affect the Company's business.