Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Glowacki Curt
  2. Issuer Name and Ticker or Trading Symbol
MEXICAN RESTAURANTS INC [CASA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
1135 EDGEBROOK
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2007
(Street)

HOUSTON, TX 77034
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/22/2007(1)(4)   A   10,000 A $ 0 38,000 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 8.43 05/22/2007   A   50,000     (2)(4) 05/22/2017 Common Stock 50,000 $ 0 50,000 D  
Long-Term Incentive Performance Units (3) 05/22/2007   A   60,000     (3)(4) 05/22/2012 Common Stock 60,000 $ 0 60,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Glowacki Curt
1135 EDGEBROOK
HOUSTON, TX 77034
  X     President & CEO  

Signatures

 /s/ Curt Glowacki   05/24/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 10,000 of the restricted shares will vest over a four year period beginning May 22, 2007 at the rate of 25% per year. In addition, the Company has determined that it will award Mr. Glowacki an additional 10,000 shares each year for the next four years. Each of these restricted share grants will vest over four years at the rate of 25% per year. Mr. Glowacki would need to be an employee on the dates of such grants, and through the resulting vesting schedules. The grant vesting schedules would accelerate upon a change of control in the Company.
(2) Options will vest over five years at the rate of 0%, 10%, 20%, 30% and 40%.
(3) Because the value of the long-term incentive performance units is not based solely on the value of the underlying security, they may not be a derivative security, but are listed herein in the interest of full disclosure. The units will be earned if the Company's common stock trades at or above $20.00 per share and the Company has a change of control at that price or higher within five years from the date of grant. The award is also subject to shareholder approval.
(4) As part of receiving these long term incentive grants, Mr. Glowacki has agreed to purchase in the open market, over the next twelve months, a total of 20,000 common shares of Company stock.

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