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

                                   FORM 12b-25

                        COMMISSION FILE NUMBER 000-28234

                           NOTIFICATION OF LATE FILING

 (CHECK ONE): [X] Form 10-K   [ ] Form 20-F   [ ] Form 11-K   [ ] Form 10-Q 
              [ ] Form N-SAR  [ ] Form N-CSR

         For Period Ended:  January 2, 2005
                            ---------------
         [ ] Transition Report on Form 10-K  [ ] Transition Report on Form 10-Q
         [ ] Transition Report on Form 20-F  [ ] Transition Report on Form N-SAR
         [ ] Transition Report on Form 11-K

         For the Transition Period Ended:     ___________________________

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      READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
      TYPE. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
      HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION


Full Name of Registrant:    MEXICAN RESTAURANTS, INC.

Former Name if Applicable


Address of Principal Executive Office (Street and Number):  1135 Edgebrook

City, State and Zip Code:  Houston, Texas 77034

                                     PART II
                             RULES 12b-25(b) AND (c)


      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

  [X](a) The reasons described in reasonable detail in Part III of this form 
         could not be eliminated without unreasonable effort or expense;

  [X](b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR, or portion
         thereof, will be filed on or before the fifteenth calendar day
         following the prescribed due date; or the subject quarterly report or
         transition report on Form 10-Q, or portion thereof, will be filed on
         or before the fifth calendar day following the prescribed due date;
         and

  [ ](c) The accountant's statement or other exhibit required by Rule 12b-25(c) 
         has been attached if applicable.

                                    PART III
                                    NARRATIVE

         State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.


     The Company is in the process of finalizing its disclosures.


                                     PART IV
                                OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification


 Andrew J. Dennard                   (713)                   943-7574
 -----------------                 ---------             ----------------
     (Name)                       (Area Code)           (Telephone Number)


(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s).

                               [X] Yes      [ ] No


(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?

                               [ ] Yes      [X] No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.



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

     has caused this notification to be signed on its behalf by the undersigned
     hereunto duly authorized.


Date  April 4, 2005                            By /s/ Andrew J. Dennard
                                                  -------------------------
                                                  Vice President
                                                  Chief Financial Officer