UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE


                                                              December 17, 2018

  Via E-Mail

  Kai E. Liekefett
  Sidley Austin LLP
  787 Seventh Avenue
  New York, New York 10019

          Re:     Luby's Inc.
                  PREC14A filed on December 12, 2018
                  DEFA14A filed November 30, 2018
                  File No. 1-08308

  Dear Mr. Liekefett:

         The staff in the Office of Mergers and Acquisitions in the Division of
Corporation
  Finance has conducted a limited review of the filings listed above. Our
comments follow.

          Please respond to this letter by amending your proxy statement, by
providing the
  requested information, or by advising us when you will provide the requested
response. If you do
  not believe our comments apply to your facts and circumstances or do not
believe an amendment
  is appropriate, please tell us why in your response.

           After reviewing any amendment to your proxy statement and the
information you provide
  in response to these comments, we may have additional comments. All defined
terms used in
  this letter have the same meaning as in your proxy statement.

  Preliminary Proxy Statement filed on December 12, 2018

  General

      1. While it appears that Bandera may have initially indicated to you that
it would nominate
         six director candidates, as you are aware, its proxy statement filed
the day before yours
         contains only four nominees. Please revise throughout your proxy
statement to avoid
         creating the impression, as in your current materials, that Bandera is
seeking majority
         control of the Board. While we note that you disclose on page 13 of
the proxy statement
         that Bandera's proxy statement includes only four nominees, the
repeated references to
         six nominees throughout your materials is likely to mislead
shareholders into the
         impression that Bandera is currently soliciting on behalf of six
nominees.
 Kai Liekefett, Esq.
Sidley Austin LLP
December 17, 2018
Page 2

Other Contracts, Arrangements and Understandings with Participants, page 47

   2. State the reason for the Company's decision to enter into a Voting
Agreement with each
      existing director of the Company on November 29, 2018 and describe any
potential
      impact on this contested solicitation. Your revised disclosure should
also state the
      percentage of the Company's outstanding shares that are subject to the
Voting
      Agreement.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to me at (202) 551-3263.


                                                            Sincerely,


                                                            /s/ Christina Chalk


                                                            Christina Chalk
                                                            Senior Special
Counsel
                                                            Office of Mergers
and Acquisitions