Edgar Filing: MEXICAN RESTAURANTS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â DENVER CARA

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2006

3. Issuer Name and Ticker or Trading Symbol
MEXICAN RESTAURANTS INC [CASA]

(Last)

(First)

(Middle)

19605 NE 8TH STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CAMAS,Â WAÂ 98607

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	545,306 ⁽¹⁾	I	By D3 Family Fund LP
Common Stock	106,665 ⁽¹⁾	I	By D3 Family Bulldog Fund LP
Common Stock	222,770 ⁽¹⁾	I	By D3 Family Retirement Fund LP
Common Stock	48,224 ⁽¹⁾	I	By D3 Children's Fund LP
Common Stock	269,991 ⁽¹⁾	I	By D3 Offshore Fund LP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	04/30/2000	02/28/2010	Common Stock	1,500 ⁽¹⁾	$ 3.5	I	By D3 Family Fund LP
Stock Option (right to buy)	07/23/2000	05/23/2010	Common Stock	2,000 ⁽¹⁾	$ 3	I	By D3 Family Fund LP
Stock Option (right to buy)	10/22/2000	08/22/2010	Common Stock	1,600 ⁽¹⁾	$ 3.5	I	By D3 Family Fund LP
Stock Option (right to buy)	01/14/2001	11/14/2010	Common Stock	1,500 ⁽¹⁾	$ 2.5	I	By D3 Family Fund LP
Stock Option (right to buy)	04/15/2001	02/13/2011	Common Stock	1,500 ⁽¹⁾	$ 2.77	I	By D3 Family Fund LP
Stock Option (right to buy)	07/17/2001	05/17/2011	Common Stock	1,700 ⁽¹⁾	$ 2.75	I	By D3 Family Fund LP
Stock Option (right to buy)	09/29/2001	07/30/2011	Common Stock	1,500 ⁽¹⁾	$ 3	I	By D3 Family Fund LP
Stock Option (right to buy)	12/24/2001	10/24/2011	Common Stock	1,500 ⁽¹⁾	$ 2.63	I	By D3 Family Fund LP
Stock Option (right to buy)	02/04/2002	12/05/2011	Common Stock	1,600 ⁽¹⁾	$ 2.7	I	By D3 Family Fund LP
Stock Option (right to buy)	04/27/2002	02/25/2012	Common Stock	1,600 ⁽¹⁾	$ 3.47	I	By D3 Family Fund LP
Stock Option (right to buy)	07/29/2002	05/28/2012	Common Stock	1,500 ⁽¹⁾	$ 4.02	I	By D3 Family Fund LP

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DENVER CARA 19605 NE 8TH STREET CAMAS,Â WAÂ 98607	Â X	Â X	Â	Â

Signatures

Cara Denver		06/02/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein.

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