----------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response........11
----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
-------------
Mexican Restaurants, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
59283R104
--------------------------------------------------------------------------------
(CUSIP Number)
November 12, 2008
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:**
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
----------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
**This filing is being made pursuant to Rule 13d-1(b) with respect to Cross
River Capital Management LLC and Richard Murphy and is being made pursuant to
Rule 13d-1(c) with respect to Cross River Partners LP.
CUSIP No 59283R104
------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cross River Capital Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
334,647
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
334,647
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,647
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA
CUSIP No 59283R104
------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cross River Partners LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
334,647
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
334,647
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,647
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No 59283R104
------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Murphy
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
334,647
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
334,647
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,647
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No 59283R104
---------------------
Item 1. (a). Name of Issuer:
Mexican Restaurants, Inc.
------------------------------------------------------------------
(b). Address of Issuer's Principal Executive Offices:
1135 Edgebrook
Houston, Texas 77034
------------------------------------------------------------------
Item 2. (a). Name of Person Filing:
Cross River Capital Management LLC
Cross River Partners LP
Richard Murphy
------------------------------------------------------------------
(b). Address of Principal Business Office, or if None, Residence:
Cross River Capital Management LLC
90 Grove Street, Suite 201
Ridgefield, Connecticut 06877
Cross River Partners LP
c/o Cross River Capital Management LLC
90 Grove Street, Suite 201
Ridgefield, Connecticut 06877
Richard Murphy
c/o Cross River Capital Management LLC
90 Grove Street, Suite 201
Ridgefield, Connecticut 06877
------------------------------------------------------------------
(c). Citizenship:
Cross River Capital Management LLC - Delaware
Cross River Partners LP - Delaware
Richard Murphy - United States
------------------------------------------------------------------
(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
------------------------------------------------------------------
(e). CUSIP Number:
59283R104
------------------------------------------------------------------
Item 3. If this Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act (15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15
U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount beneficially owned:
Cross River Capital Management LLC - 334,647
Cross River Partners LP - 334,647
Richard Murphy - 334,647
------------------------------------------------------------------
(b) Percent of class:
Cross River Capital Management LLC - 10.3%
Cross River Partners LP - 10.3%
Richard Murphy - 10.3%
------------------------------------------------------------------
(c) Number of shares as to which Cross River Capital Management LLC
has:
(i) Sole power to vote or to direct the vote 0 ,
----------------
(ii) Shared power to vote or to direct the vote 334,647 ,
----------------
(iii) Sole power to dispose or to direct the 0 ,
disposition of
----------------
(iv) Shared power to dispose or to direct the 334,647 .
disposition of
----------------
Number of shares as to which Cross River Partners LP has:
(i) Sole power to vote or to direct the vote 0 ,
----------------
(ii) Shared power to vote or to direct the vote 334,647 ,
----------------
(iii Sole power to dispose or to direct the 0 ,
disposition of
----------------
(iv) Shared power to dispose or to direct the 334,647 .
disposition of
----------------
Number of shares as to which Richard Murphy has:
(i) Sole power to vote or to direct the vote 0 ,
----------------
(ii) Shared power to vote or to direct the vote 334,647 ,
----------------
(iii) Sole power to dispose or to direct the 0 ,
disposition of
----------------
(iv) Shared power to dispose or to direct the 334,647 .
disposition of
----------------
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [_].
----------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
----------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
----------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each member
of the group. If a group has filed this schedule pursuant to
ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See
Item 5.
----------------------------------------------------------------------
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 18, 2008
--------------------------------------
(Date)
CROSS RIVER CAPITAL MANAGEMENT LLC
/s/ Richard Murphy
--------------------------------------
By: Richard Murphy
Title: Managing Member
CROSS RIVER PARTNERS LP
/s/ Richard Murphy
--------------------------------------
By: Richard Murphy
Title: Managing Member of the General
Partner
RICHARD MURPHY
/s/ Richard Murphy
--------------------------------------
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G/A dated November 18, 2008
relating to the Common Stock, par value $0.01 per share, of Mexican
Restaurants, Inc., shall be filed on behalf of the undersigned.
November 18, 2008
--------------------------------------
(Date)
CROSS RIVER CAPITAL MANAGEMENT LLC
/s/ Richard Murphy
--------------------------------------
By: Richard Murphy
Title: Managing Member
CROSS RIVER PARTNERS LP
/s/ Richard Murphy
--------------------------------------
By: Richard Murphy
Title: Managing Member of the General
Partner
RICHARD MURPHY
/s/ Richard Murphy
--------------------------------------
SK 25818 0001 938451