UNITED STATES

                        SECURITIES & EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

  [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF                   
         THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended SEPTEMBER 26, 2004

                                       OR

  [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ___________ to ______________


                         Commission file number: 0-28234

                            MEXICAN RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)


             TEXAS                                       76-0493269
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)            


     1135 EDGEBROOK, HOUSTON, TEXAS                                   77034-1899
(Address of Principal Executive Offices)                              (Zip Code)


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


Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                           Yes X           No ____


Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                           Yes             No  X

 
Number of shares outstanding of each of the issuer's classes of common stock, as
of October 27, 2004: 3,384,605 SHARES OF COMMON STOCK, PAR VALUE $.01.


                         PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

                   Mexican Restaurants, Inc. and Subsidiaries

                           Consolidated Balance Sheets



                                                                     (unaudited)        (audited)
ASSETS                                                               09/26/2004        12/28/2003
                                                                    ------------      ------------
                                                                                         
Current assets:
              Cash and cash equivalents                             $    552,685      $    366,042
              Royalties receivable                                       154,231           179,517
              Other receivables                                          757,239           423,670
              Inventory                                                  622,821           555,064
              Taxes receivable                                           304,321           345,006
              Prepaid expenses and other current assets                  829,332           717,899
                                                                    ------------      ------------
                      Total current assets                             3,220,629         2,587,198
                                                                    ------------      ------------

Property, plant and equipment                                         29,842,682        24,484,571
              Less accumulated depreciation                          (13,623,950)      (11,502,668)
                                                                    ------------      ------------
                      Net property, plant and equipment               16,218,732        12,981,903

Goodwill, net                                                         10,480,181         7,196,265
Deferred tax assets                                                      888,483         1,272,173
Property held for resale                                                 505,118           884,118
Other assets                                                             798,367           939,579
                                                                    ------------      ------------
                                                                    $ 32,111,510      $ 25,861,236
                                                                    ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
              Current installments of long-term debt                $  1,000,000      $  1,000,000
              Accounts payable                                         1,729,707         1,516,217
              Accrued sales and liquor taxes                             588,024           469,817
              Accrued payroll and taxes                                1,014,252           976,146
              Accrued expenses                                           971,669         1,294,486
                                                                    ------------      ------------
                      Total current liabilities                        5,303,652         5,256,666
                                                                    ------------      ------------

Long-term debt, net of current portion                                 6,250,000         1,775,000
Other liabilities                                                      1,014,693           898,115
Deferred gain                                                          1,821,248         1,977,355

Stockholders' equity:
              Preferred stock, $.01 par value, 1,000,000 shares
                   authorized                                                 --                 0
              Capital stock, $0.01 par value, 20,000,000 shares
                   authorized, 4,732,705 shares issued                    47,327            47,327
              Additional paid-in capital                              20,121,076        20,121,076
              Retained earnings                                        9,279,656         7,542,817
              Deferred compensation                                      (16,629)          (47,607)
              Treasury stock, cost of 1,348,100 common shares        (11,709,513)      (11,709,513)
                                                                    ------------      ------------
                      Total stockholders' equity                      17,721,917        15,954,100
                                                                    ------------      ------------
                                                                    $ 32,111,510      $ 25,861,236
                                                                    ============      ============



                                        2

Mexican Restaurants, Inc.
Page 3.


                   Mexican Restaurants, Inc. and Subsidiaries

                        Consolidated Statements of Income
                                   (unaudited)



                                                   13-Week           13-Week           39-WEEK           39-WEEK
                                                PERIOD ENDED      PERIOD ENDED      PERIOD ENDED      PERIOD ENDED
                                                  9/26/2004         9/28/2003         9/26/2004         9/28/2003
                                                ------------      ------------      ------------      ------------
                                                                                                   
Revenues:
      Restaurant sales                            19,870,299      $ 14,857,758      $ 59,087,980      $ 43,769,906
      Franchise fees, royalties and other            191,479           299,296           588,860           868,944
                                                ------------      ------------      ------------      ------------
                                                  20,061,778        15,157,054        59,676,840        44,638,850
                                                ------------      ------------      ------------      ------------

Costs and expenses:
      Cost of sales                                5,589,602         4,131,939        16,644,702        12,128,125
      Labor                                        6,598,550         4,944,326        19,569,271        14,644,431
      Restaurant operating expenses                4,621,862         3,827,094        13,793,226        11,113,980
      General and administrative                   1,658,041         1,333,358         4,811,615         3,968,340
      Depreciation and amortization                  589,060           600,290         1,736,909         1,773,000
      Pre-opening costs                               16,961             1,857            27,489            95,526
      Restaurant closure costs                           247            52,648           167,552            52,648
                                                ------------      ------------      ------------      ------------
                                                  19,074,323        14,891,512        56,750,764        43,776,050

                                                ------------      ------------      ------------      ------------
           Operating income                          987,455           265,542         2,926,076           862,800
                                                ------------      ------------      ------------      ------------

Other income (expense):
      Interest income                                    311             6,512             9,291            20,165
      Interest expense                              (138,238)          (60,821)         (409,258)         (196,713)
      Other, net                                      12,394            51,256            36,027           567,441
                                                ------------      ------------      ------------      ------------
                                                    (125,533)           (3,053)         (363,940)          390,893
                                                ------------      ------------      ------------      ------------

Income before income tax expense                     861,922           262,489         2,562,136         1,253,693
      Income tax expense (benefit)                   278,664            65,822           825,297           374,073
                                                ------------      ------------      ------------      ------------

           Net income                           $    583,258      $    196,667      $  1,736,839      $    879,620
                                                ============      ============      ============      ============


Basic income per share                          $       0.17      $       0.06      $       0.51      $       0.26
                                                ============      ============      ============      ============

Diluted  income per share                       $       0.16      $       0.06      $       0.48      $       0.26
                                                ============      ============      ============      ============

Weighted average number of shares (basic)          3,384,605         3,384,605         3,384,605         3,384,605
                                                ============      ============      ============      ============

Weighted average number of shares (diluted)        3,656,723         3,422,013         3,602,265         3,424,879
                                                ============      ============      ============      ============



                                        3

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                                   (unaudited)



                                                                                      39-WEEK PERIODS ENDED
                                                                                   ----------------------------
                                                                                    9/26/2004        9/28/2003
                                                                                   -----------      -----------
                                                                                                      
Cash flows from operating activities:
     Net income                                                                    $ 1,736,839      $   879,620
     Adjustments to reconcile net income to net cash
        provided by operating activities:
                 Depreciation and amortization                                       1,736,909        1,773,000
                 Deferred gain amortization                                           (156,107)        (156,107)
                 Asset impairments and restaurant closure costs                        167,552           33,498
                 Loss (gain) on sale of property, plant & equipment                     27,921         (476,627)
                 Deferred compensation                                                  30,978           30,978
                 Deferred taxes                                                        383,690          202,428
     Changes in assets and liabilities:                                 
                 Royalties receivable                                                   25,286          (27,930)
                 Other receivables                                                    (343,569)         159,737
                 Income tax receivable/payable                                          40,685           23,168
                 Inventory                                                              81,694           44,182
                 Prepaid and other current assets                                     (111,433)          46,104
                 Other assets                                                          214,637          (79,954)
                 Accounts payable                                                      164,491         (178,584)
                 Accrued expenses and other liabilities                               (299,860)        (518,991)
                 Other liabilities                                                     116,578           32,567
                                                                                   -----------      -----------
                            Total adjustments                                        2,079,452          907,469
                                                                                   -----------      -----------
                            Net cash provided by operating activities                3,816,291        1,787,089
                                                                                   -----------      -----------

Cash flows from investing activities:
                 Insurance proceeds from fire loss on building                              --          488,629
                 Purchase of property, plant and equipment                          (1,955,667)      (1,630,966)
                 Proceeds from sale of property, plant and equipment                   405,751               --
                 Business Acquisition, net of cash acquired                         (6,554,732)              --
                                                                                   -----------      -----------
                                   Net cash used in investing activities            (8,104,648)      (1,142,337)
                                                                                   -----------      -----------

Cash flows from financing activities:
                 Net borrowings (payments) under line of credit                      1,475,000         (900,000)
                 Additions to Long term Notes Payable                                3,000,000
                                                                                   -----------      -----------
                 Net cash provided by (used) in financing activities                 4,475,000         (900,000)
                                                                                   -----------      -----------

                                                                                   -----------      -----------
                 Increase (decrease) in cash and cash equivalents                      186,643         (255,248)
                                                                                   -----------      -----------
Cash and cash equivalents at beginning of period                                       366,042          526,536
                                                                                   -----------      -----------
Cash and cash equivalents at end of period                                         $   552,685      $   271,288
                                                                                   ===========      ===========

Supplemental disclosure of cash flow information: 
        Cash paid during the period:
                 Interest                                                          $   359,384      $   197,736
                 Income Taxes                                                      $   455,883      $   240,600
        Non-cash investing and financing activity:
        CNL real estate transaction                                                $ 8,325,000      $        --



                                        4

             MEXICAN RESTAURANTS, INC. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       BASIS OF PRESENTATION

                  In the opinion of Mexican Restaurants, Inc. (the "Company"),
         the accompanying consolidated financial statements contain all
         adjustments (consisting only of normal recurring accruals and
         adjustments) necessary for a fair presentation of the consolidated
         financial position as of September 26, 2004, and the consolidated
         statements of income for the 13-week and 39-week periods and cash flows
         for the 39-week period ended September 26, 2004 and September 28, 2003.
         The consolidated statements of income for the 13-week and 39-week
         periods ended September 26, 2004 are not necessarily indicative of the
         results to be expected for the full year.

         IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

                In November 2002, the FASB issued Interpretation No. 45,
         Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness to Others, an
         interpretation of FASB Statements No. 5, 57 and 107 and a rescission of
         FASB Interpretation No. 34. This Interpretation elaborates on the
         disclosures to be made by a guarantor in its interim and annual
         financial statements about its obligations under guarantees issued. The
         Interpretation also clarifies that a guarantor is required to
         recognize, at inception of a guarantee, a liability for the fair value
         of the obligation undertaken. The initial recognition and measurement
         provisions of the Interpretation are applicable to guarantees issued or
         modified after December 31, 2002 and did not have a material effect on
         the Company's financial statements.

2.       ACCOUNTING POLICIES

                  During the interim periods the Company follows the accounting
         policies set forth in its consolidated financial statements in its
         Annual Report and Form 10-K (file number 0-28234). Reference should be
         made to such financial statements for information on such accounting
         policies and further financial details.

3.       NET INCOME PER COMMON SHARE

                  Basic income per share is based on the weighted average shares
         outstanding without any dilutive effects considered. Diluted income per
         share reflects dilution from all contingently issuable shares,
         including options and warrants. As of September 26, 2004 and September
         28, 2003, the Company had 1,012,470 and 1,036,470 options and warrants
         outstanding, respectively. As of September 26, 2004 and September 28,
         2003, such stock options and warrants have the effect of increasing
         basic weighted average shares outstanding by 272,118 and 37,408 for the
         13-week periods and 217,660 and 40,274 for the 39-week periods,
         respectively.

4.       SFAS NO. 148.  "ACCOUNTING FOR STOCK-BASED COMPENSATION"

                  The Company has adopted the disclosure-only provisions of the
         FASB-issued SFAS No. 148, Accounting for Stock-Based Compensation -
         Transition and Disclosure, an amendment of FASB Statement No. 123,
         which amends SFAS No. 123, Accounting for Stock-Based Compensation, and
         has accounted for stock-based compensation using the intrinsic value
         method prescribed in Accounting Principles Board Opinion No. 25,
         Accounting for Stock Issued to Employees and related interpretations.
         Accordingly, no compensation cost has been recognized for stock options
         or warrants. Had compensation cost for the Company's outstanding stock
         options and warrants been determined based on


                                       5

         the fair value at the grant date for awards consistent with the
         provisions of SFAS No. 123, the Company's net income and net income per
         share would have been changed to the pro forma amounts indicated below
         for the 13-week periods and 39-week periods ended September 26, 2004
         and September 28, 2003:



                                                                                      13 WEEKS ENDED
                                                                                   -------------------
                                                                                    9/26/04    9/28/03
                                                                                   --------   --------
                                                                                             
         Net income - as reported ..............................................   $583,258   $196,667
         Pro forma net income - pro forma for SFAS No. 123 .....................    566,240    173,397
         Net income per share diluted - as reported ............................       0.16       0.06
         Pro forma net income per share diluted- pro forma for SFAS No. 123 ....       0.16       0.05




                                                                                     39 WEEKS ENDED
                                                                                  ---------------------
                                                                                   9/26/04      9/28/03
                                                                                  ----------   --------
                                                                                              
         Net income - as reported .............................................   $1,736,839   $879,620
         Pro forma net income - pro forma for SFAS No. 123 ....................    1,709,902    847,395
         Net income per share diluted - as reported ...........................         0.48       0.26
         Pro forma net income per share diluted- pro forma for SFAS No. 123 ...         0.48       0.25


5.       ACQUISITION

                  On January 7, 2004, the Company completed its purchase of 13
         restaurants and related assets from its Beaumont-based franchisee for a
         total consideration of approximately $13.75 million. The financing for
         the acquisition was provided by Fleet National Bank, CNL Franchise
         Network, LP ("CNL") and the sellers of the Beaumont-based franchise
         restaurants. Fleet National Bank provided $2.5 million of the
         acquisition financing by amending its existing credit facility with
         Mexican Restaurants, Inc. Six of the acquired restaurants were
         concurrently sold to CNL for $8.325 million in a sale-leaseback
         transaction. The sellers accepted $3.0 million in notes from Mexican
         Restaurants, Inc. for the balance of the purchase price. The seller
         notes require the payment of interest only for five years, with $1.5
         million in principal due on January 7, 2009 and $1.5 million in
         principal amortizing over an additional five years.

                  The table below presents pro forma income statement
         information as if the Company had purchased the Beaumont-based
         restaurants at the beginning of fiscal year 2003. Pro forma adjustments
         are to remove royalty income and expense, reflect net interest expense
         on the debt resulting from the acquisition and record additional income
         tax at an effective rate of 32.3% and 32.2% for the third quarter and
         year to date, respectively, of fiscal 2004 and 25.1% and 29.5% for the
         third quarter and year to date, respectively, of fiscal 2003. The
         39-weeks ended September 28, 2003 included a gain of $477,508 for
         insurance proceeds received from fire damage at a restaurant. The pro
         forma information does not purport to be indicative of results of
         operations which would have occurred had the acquisition been
         consummated on the date indicated or future results of operations.



                                               13 WEEKS ENDED
                                          -------------------------
                                            9/26/04       9/28/03
                                          -----------   -----------
                                                          
         Revenues .....................   $20,061,778   $20,188,848
         Net income ...................       583,258       247,115
         Diluted income per share .....          0.16          0.07




                                               39 WEEKS ENDED
                                          -------------------------
                                            9/26/04       9/28/03
                                          -----------   -----------
                                                          
         Revenues .....................   $59,676,840   $59,534,713
         Net income ...................     1,736,839     1,013,040
         Diluted income per share .....          0.48          0.30


                  The acquisition was accounted for under SFAS 141 and results
         of operations are included in the accompanying financial statements
         from the date of acquisition. The assets acquired and liabilities
         assumed of the acquisition were recorded at estimated fair values using
         comparables, appraisals, and records. Some of the acquisition amounts
         recorded are estimates and are subject to change.


                                       6

         A summary of the assets acquired and liabilities assumed in the
         acquisition follow:



                                                                       
             Estimated fair value of assets acquired:
                      Current assets                                  184,601
                      Property and equipment                        2,946,365
                      Other assets                                    175,000
                      Goodwill                                      3,283,916
                                                                    ---------
             Total assets                                           6,589,882

             Less: Cash acquired                                      (35,150)
                                                                    ---------
             Net assets acquired                                    6,554,732
                                                                    =========


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

                  Certain statements in this Form 10-Q relate to future events
         and expectations and as such constitute 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 report and
         in the Company's Annual Report and Form 10-K for the fiscal year ended
         December 28, 2003 and subsequent quarterly and other reports, that
         attempt to advise interested parties of the risks and factors that may
         affect the Company's business.

RESULTS OF OPERATIONS

                  Revenues. The Company's revenues for the third quarter of
         fiscal 2004 increased $4.9 million or 32.4% to $20.1 million, compared
         with the same quarter one year ago. Restaurant sales for the third
         quarter of fiscal 2004 increased $5.0 million or 33.7% to $19.9
         million, compared with the same quarter in fiscal 2003. The increase
         reflects the acquisition of 13 restaurants and related assets from the
         Company's Beaumont-based franchisee, which was closed on January 7,
         2004. The increase also reflects positive same-restaurant sales: Total
         system sales at restaurants operating in both fiscal quarters
         ("same-stores") increased 2.8%, Company-owned same-store sales for the
         quarter increased 2.9% and franchise-owned same-store sales for the
         quarter increased 2.6% from the same quarter in fiscal 2003. Franchise
         fees, royalties and other decreased $107,817 or 36.0%, reflecting lost
         royalty income from the Beaumont-based franchise restaurants acquired
         by the Company in January 2004.

                  On a year-to-date basis, the Company's revenues were up $15.0
         million or 33.7% to $59.7 million compared with $44.6 million for the
         same 39-week period one year ago. Restaurant sales for the 39-week
         period of fiscal year 2004 increased $15.3 million or 35.0% to $59.1
         million compared with the same 39-week period in fiscal 2003. The
         increase reflects the acquisition of 13 restaurants and the related
         assets from the Company's Beaumont-based franchisee. The increase also
         reflects positive same-restaurant sales: Total system sales at
         restaurants operating in both 39-week periods ("same-


                                       7

         stores") increased 3.1%, Company-owned same-store sales for the 39-week
         period increased 3.2% and franchise-owned same-store sales for the
         39-week period increased 2.7% from the same 39-week period in fiscal
         2003. Franchise fees, royalties and other decreased $280,084 or 32.2%,
         reflecting lost royalty income from the Beaumont-based franchise
         restaurants acquired by the Company.

                 Costs and Expenses. Cost of sales, consisting primarily of food
         and beverage costs, but also including paper and supplies, increased 30
         basis points as a percentage of restaurant sales in the third quarter
         of fiscal 2004 to 28.1% from 27.8% for the same quarter in fiscal 2003.
         The increase reflects higher cheese, protein and produce prices.

                 On a year-to-date basis, cost of sales increased 50 basis
         points as a percentage of restaurant sales to 28.2% from 27.7% from the
         comparable period in fiscal 2003. The increase reflects higher cheese
         and meat commodity prices.

                  Labor and other related expenses decreased as a percentage of
         restaurant sales 10 basis points to 33.2% compared with 33.3% for the
         same quarter in fiscal 2003. On a year-to-date basis, labor and other
         related expenses decreased as a percentage of restaurant sales 40 basis
         points to 33.1% from 33.5% from the comparable 39-week period in fiscal
         2003. The improvements in each of the periods reflect labor
         efficiencies gained from positive same-store sales.

                  Restaurant operating expenses, which primarily includes rent,
        property taxes, utilities, repair and maintenance, liquor taxes and
        advertising decreased 250 basis points as a percentage of restaurant
        sales to 23.3% in the third quarter of fiscal 2004 from 25.8% in the
        same quarter in fiscal 2003. The decrease reflects advertising
        efficiencies gained with the acquisition of the Beaumont-based franchise
        restaurants, lower liquor taxes due to lower liquor sales volume in the
        Beaumont-based restaurants, and lower rent and other semi-fixed expenses
        due to the closure of under-performing restaurants.

                  On a year-to-date basis, restaurant operating expenses
        decreased 210 basis points as a percentage of restaurant sales to 23.3%
        from 25.4% from the comparable period in fiscal 2003. The improvement
        was due to the same factors discussed above.

                  General and administrative expenses consist of expenses
         associated with corporate and administrative functions that support
         restaurant operations. General and administrative expense decreased as
         a percentage of total sales 50 basis points to 8.3% in the third
         quarter of fiscal 2004 compared with 8.8% the same quarter one year
         ago. On a year-to-date basis, general and administrative expense
         decreased as a percentage of total sales 80 basis points to 8.1% from
         8.9% from the comparable period in fiscal 2003. The improvements in
         these periods reflect efficiencies gained with the acquisition of the
         Beaumont-based restaurants, offset in part by executive and
         non-executive bonus accruals and higher professional and legal
         expenses.

                  Depreciation and amortization expense as a percentage of total
        sales decreased 110 basis points to 2.9% in the third quarter of fiscal
        2004 from 4.0% for the same quarter in fiscal 2003. On a year-to-date
        basis, depreciation and amortization expense as a percentage of total
        sales decreased 110 basis points to 2.9% from 4.0% from the comparable
        period in fiscal 2003. The decreases in these periods reflect the
        acquisition of the Beaumont-based restaurants, which had a smaller asset
        base relative to the restaurant sales added. The decrease also reflects
        the closure of under-performing restaurants.

                  Year-to-date, the Company has remodeled two restaurants in
        fiscal 2004, incurring pre-open costs of $27,489 compared with $95,526
        for the 39-week period in fiscal 2003, in which one new restaurant was
        opened.

                  Year-to-date restaurant closure costs of $167,552 were
        incurred primarily in the first and second quarters of fiscal 2004 and
        related to one of the restaurants impaired in the 2003 fourth quarter
        but not closed until the first quarter of fiscal 2004. Most of the costs
        incurred during fiscal 2004 were due to delays in a lease assignment.


                                       8

                  Other Income (Expense). Other income (expense), net increased
         $122,480 from an expense of $3,053 in the third quarter of fiscal 2003
         to an expense of $125,533 in the third quarter of fiscal 2004. Interest
         expense increased $77,417 to $138,238 in the third quarter of fiscal
         2004 compared with the same quarter one year ago, reflecting the
         increase in outstanding debt incurred for the acquisition of the
         Beaumont-based restaurants. The third quarter of fiscal 2003 included a
         $27,127 sales tax refund. No refunds were received in the third quarter
         of fiscal 2004. There were no gains recorded in the third quarter of
         fiscal 2004; however, the Company did incur $5,979 in losses from the
         disposition of assets during the third quarter.

                  On a year-to-date basis, other income (expense), net decreased
         $754,833 from income of $390,893 in fiscal 2003 to an expense of
         $363,940 in fiscal 2004. Interest expense increased $212,545 to
         $409,258 for the 39-week period of fiscal 2004 compared with the same
         period one year ago, reflecting the increase in outstanding debt
         incurred for the acquisition of the Beaumont-based restaurants. The
         39-week period of fiscal 2003 reflected a partial gain of $477,508 for
         insurance proceeds received as a result of fire damage at the Humble,
         Texas restaurant location. There were no gains recorded in the 39-week
         period of fiscal 2004; however, the Company did incur $27,921 in losses
         from the disposition of assets.

                  Income Tax Expense. For the third quarter of fiscal 2004, the
         Company's effective tax rate was 32.3% as compared with 25.1% in the
         same quarter in fiscal 2003. The effective tax rate is a function of
         year-to-date annualizing, the effects of permanent and temporary
         differences, the alternative minimum tax and the utilization of tax
         credits.

LIQUIDITY AND CAPITAL RESOURCES

                  The Company met its capital requirements for the 39-weeks
         ended September 26, 2004 with cash generated by operations. As of
         September 26, 2004, the Company's operations had generated
         approximately $3.8 million in cash, as compared with $1.8 million in
         the same period in fiscal 2003. As of September 26, 2004, the Company
         had a working capital deficit of approximately $2.1 million, of which
         $1.0 million reflects the current portion of principal ($250,000 per
         quarter) due to Fleet National Bank under the terms of its credit
         agreement. Further, the Company's Other Receivables account balance
         increased $333,569 to $757,239, reflecting the increase in credit card
         sales, primarily due to the acquisition of the Beaumont-based
         restaurants. A working capital deficit is common in the restaurant
         industry, since restaurant companies do not typically require a
         significant investment in either accounts receivable or inventory.

                  The Company's principal capital requirements are the funding
         of routine capital expenditures, new restaurant development or
         acquisitions and remodeling of older units. During the first 39 weeks
         of fiscal 2004, capital expenditures on property, plant and equipment
         were approximately $2.0 million as compared to $1.6 million for the
         first 39 weeks of fiscal 2003. The capital expenditures were for
         necessary replacement of equipment and leasehold improvements in
         various older units. The Company remodeled two restaurants during the
         39-week period, and these restaurants re-opened May 28, 2004 and June
         28, 2004. Also during the 39-week period of fiscal 2004, the Company
         sold one previously closed restaurant property located in Plainview,
         Texas for a total purchase price of $442,000. Just after the third
         quarter of fiscal 2004 ended, the Company purchased the Casa Ole
         franchise restaurant located in Brenham, Texas for the forgiveness of
         $78,000 in past due royalties plus $120,000 in cash. The restaurant
         will be closed for remodeling and is expected to reopen in mid-November
         of 2004. The Company estimates its capital expenditures for the
         remainder of the fiscal year will be approximately $0.8 million.

                  On January 7, 2004, the Company completed its purchase of 13
         restaurants and related assets from its Beaumont-based franchisee for a
         total consideration of approximately $13.75 million. The financing for
         the acquisition was provided by Fleet National Bank, CNL Franchise
         Network, LP ("CNL") and the sellers of the Beaumont-based restaurants.
         Fleet National Bank provided $2.5 million of the acquisition financing
         by amending its existing credit facility with Mexican Restaurants, Inc.
         Six of the acquired restaurants were concurrently sold to CNL for
         $8.325 million in a sale-leaseback transaction. The sellers accepted
         $3.0 million in notes from the Company for the balance of the purchase
         price. The seller notes require the payment of interest only for five
         years, with $1.5 million in principal due on January 7, 2009 and $1.5
         million in principal amortizing over an additional five years.


                                       9

                  On January 7, 2004, Fleet National Bank amended its credit
         facility to accommodate the acquisition of the Beaumont-based
         restaurants. The amended credit facility consists of a $5.0 million
         term note that requires quarterly principal payments of $250,000 and
         matures on December 31, 2008. The credit facility also includes a $5.0
         million revolving line of credit that matures on January 7, 2007. The
         interest rate is either the prime rate or LIBOR plus a stipulated
         percentage. Accordingly, the Company is impacted by changes in the
         prime rate and LIBOR. The Company is subject to a non-use fee of 0.5%
         on the unused portion of the revolver from the date of the credit
         agreement. As of September 26, 2004, the Company had $4.25 million
         outstanding on its term note. There is currently no debt drawn on the
         revolver. The Company paid down $1.6 million of indebtedness during the
         39-week period of fiscal 2004. As of September 26, 2004, the Company
         was in compliance with all debt covenants. The Company expects to be in
         compliance with the loan agreement in the credit facility for the next
         twelve months.

                  The Company's management believes that with its operating cash
         flow and the Company's revolving line of credit with Fleet National
         Bank, funds will be sufficient to meet operating requirements and to
         finance routine capital expenditures and remodels through the end of
         the 2004 fiscal year and fiscal year 2005. Unless the Company violates
         an important debt covenant, the Company's credit facility with Fleet
         National Bank is not subject to triggering events that would cause the
         credit facility to become due sooner than the maturity dates described
         above.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  The Company does not have or participate in transactions
         involving derivative, financial and commodity instruments. A portion of
         the Company's long-term debt bears interest at floating market rates.
         Based on the amount outstanding at September 26, 2004, a 1% change in
         interest rates would change interest expense by $10,625.

ITEM 4.   CONTROLS AND PROCEDURES

         (a) Evaluation of Disclosure Controls and Procedures

                  As of the end of the period covered by this report, the
         Company carried out an evaluation, under the supervision and with the
         participation of the Company's management, including the Company's
         President and Chief Executive Officer together with the Company's Chief
         Financial Officer, of the effectiveness of the design and operation of
         the Company's disclosure controls and procedures, as such term is
         defined under Rule 13a-15(e) under the Securities Exchange Act of 1934.
         Based upon the evaluation, the Company's President and Chief Executive
         Officer and the Company's Chief Financial Officer concluded that the
         Company's disclosure controls and procedures are effective in timely
         alerting them to material information relating to the Company
         (including its subsidiaries) required to be included in the Company's
         periodic filings with the Securities and Exchange Commission. There
         have been no significant changes in the Company's internal controls or
         in other factors that could significantly affect internal controls
         subsequent to the date of the evaluation.

         (b) Change in Internal Control over Financial Reporting

                  No change in the Company's internal control over financial
         reporting or in other factors occurred during the Company's most recent
         fiscal quarter covered that has materially affected, or is reasonably
         likely to materially affect, the Company's internal control over
         financial reporting.


                                       10

                         PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS.

         (a) EXHIBITS

         Exhibit                     
         Number      Document Description
         -------     --------------------
         31.1        Certification of Chief Executive Officer Pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002

         31.2        Certification of Chief Financial Officer Pursuant to 
                     Section 302 of the Sarbanes-Oxley Act of 2002        

         32.1        Certification of Chief Executive Officer Pursuant to 
                     Section 906 of the Sarbanes-Oxley Act of 2002        

         32.2        Certification of Chief Financial Officer Pursuant to 
                     Section 906 of the Sarbanes-Oxley Act of 2002        
                                     

                                       11

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


MEXICAN RESTAURANTS, INC.

Dated:  November 2, 2004                             By:  /s/ Curt Glowacki
                                                        ------------------------
Curt Glowacki
Chief Executive Officer
(Principal Executive Officer)


Dated: November 2, 2004                              By:  /s/ Andrew J. Dennard
                                                        ------------------------
Andrew J. Dennard
Senior Vice President, Chief Financial Officer & Treasurer
(Principal Financial Officer and
(Principal Accounting Officer)


                                       12

                               Index to Exhibits


         Exhibit                     
         Number      Document Description
         -------     --------------------
         31.1        Certification of Chief Executive Officer Pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002        

         31.2        Certification of Chief Financial Officer Pursuant to 
                     Section 302 of the Sarbanes-Oxley Act of 2002        

         32.1        Certification of Chief Executive Officer Pursuant to 
                     Section 906 of the Sarbanes-Oxley Act of 2002        

         32.2        Certification of Chief Financial Officer Pursuant to 
                     Section 906 of the Sarbanes-Oxley Act of 2002