Landry's stock last closed at $16.67. Fertita, who owns a 39%equity stake in the company, and he is looking at obtaining outsidefinancing to purchase the remainder.

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Landry's has formed a special committee to go over the proposal.It is also in the process of hiring financial and legaladvisors.

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In 2006 Landry's sold its Joe's Crab Shack chain for $192million to JCS Holdings. The company attempted to acquire the Smith& Wollensky steakhouse chain last year but wasunsuccessful.

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During its most recent quarter, which ended Sept. 30, Landry'sposted a $3.2-million loss. Same-store sales at company restaurantsduring that period rose 1% year over year.

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