SC 14D9/A

          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549


                    Schedule 14D-9
      Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
                   (Amendment No. 3)


                 Rainforest Cafe, Inc.
- ------------------------------------------------------------
               (Name of Subject Company)


          State of Wisconsin Investment Board
- ------------------------------------------------------------
          (Names of Persons Filing Statement)


              Common Stock, No Par Value
- ------------------------------------------------------------
            (Title of Class of Securities)


                       75086K104
- ------------------------------------------------------------
         (CUSIP Number of Class of Securities)

                  Cynthia L. Richson
          State of Wisconsin Investment Board
                121 East Wilson Street
               Madison, Wisconsin  53703
                    (608) 267-0882
- ------------------------------------------------------------
    (Name, address and telephone numbers of person
    authorized to receive notice and communications
      on behalf of the persons filing statement)

                    With copies to:
                  Larry D. Lieberman
                 Godfrey & Kahn, S.C.
                780 North Water Street
              Milwaukee, Wisconsin  53202
                    (414) 273-3500



[ ]  Check the box if the filing relates solely to
preliminary communications made before the commencement
of a tender offer.



ITEMS 1. - 8.

     Incorporated by reference to SWIB's Schedule 14D-9
     filed with the SEC on October 3, 2000.



ITEM 9.   EXHIBITS.

     The following exhibits are filed with this Statement:

      Exhibit
        No.          Description

        a.1   Press Release dated September 26, 2000
              (incorporated by reference to SWIB's Preliminary Schedule
              14D-9 filed with the SEC on October 2, 2000).

        a.2   Press Release dated October 3, 2000
              (incorporated by reference to SWIB's Schedule 14D-9 filed
              with the SEC on October 3, 2000).

        a.3   Letter to Shareholders dated October 5, 2000
              (incorporated by reference to Amendment No. 1 to SWIB's
              Schedule 14D-9 filed with the SEC on October 6, 2000).


        a.4   Press Release dated October 18, 2000
              (incorporated by reference to Amendment
              No. 2 to SWIB's Schedule 14D-9 filed
              with the SEC on October 18, 2000).


        a.5   Letter to Shareholders dated October 18,
              2000 (incorporated by reference to
              Amendment No. 2 to SWIB's Schedule 14D-9
              filed with the SEC on October 18, 2000).


        a.6   Press Release dated October 26, 2000.





                       SIGNATURE

     After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that
the information set forth in this statement is true,
complete and correct.

                                STATE OF WISCONSIN
                                INVESTMENT BOARD


                                By:  /s/ Joseph E. Gorman
                                     ------------------------
                                     Name:   Joseph E. Gorman
                                     Title:  Chief Investment Officer-Equities

Dated:  October 26, 2000

EX-99.A.6

    SWIB TO CALL ANNUAL MEETING AT RAINFOREST CAFE

          Madison, Wis. (October 26, 2000) The State of

Wisconsin Investment Board (SWIB) announced today that

it will exercise its right under Minnesota law to call

a shareholders meeting if the Landry's Seafood

Restaurants' pending tender offer for Rainforest Cafe

common stock is rejected tomorrow.  "It appears that

current management at Rainforest Cafe has stonewalled a

potential competing offer from a group of shareholders

headed by David Siegel of Central Florida Investments,

an owner of 4 percent of the company's stock," noted

John Nelson, SWIB's small company stock portfolio

investment director.

     "According to a press release issued yesterday by

Siegel, Rainforest Cafe has effectively refused the

competing group's reasonable requests to get access to

financial information necessary to complete due

diligence on pricing their offer.  SWIB ran into

similar problems trying to get information from the

company.  I wonder what the current management at

Rainforest Cafe is trying to hide," stated Nelson.

"SWIB will not be tendering its shares to Landry's at

the $3.25 price.  We think there is more value in this

company," Nelson said.

     "If Rainforest Cafe shareholders collectively

reject the Landry's tender offer set to expire

tomorrow, SWIB will use its right as a 14 percent

shareholder to force the company to call a shareholders

meeting.  Rainforest shareholders have not had an

opportunity to vote on directors in over 16 months.  I

think Siegel was correct in saying that the current

board has to be replaced with directors that have

restaurant management experience," Nelson concluded,

citing comments in Siegel's October 25 press release.

     SWIB is the investment manager for the Wisconsin

Retirement System (WRS).  With over $64 billion in

assets and 465,000 participants, the WRS is the ninth

largest public pension fund in the U.S.



     SWIB has previously furnished to Rainforest

shareholders certain information required by Schedule

14D-9.  That material is not a substitute for the proxy

statement SWIB will file with the Securities and

Exchange Commission if it calls a shareholders meeting.

Shareholders are urged to read that document because it

will contain important information.  The proxy

statement and other documents filed by SWIB with the

SEC will be available free of charge at the SEC's

website (www.sec.gov) or from SWIB at 608-266-2381.

                        --end--