content: <PAGE>   1
  
  
     As filed with the Securities and Exchange Commission on February 24, 1997
  
                                                            Registration No. 333- 
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                          ________________________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                 __________________________________________________
  
                             CASA OLE RESTAURANTS, INC.
               (Exact name of registrant as specified in its charter)
  
           TEXAS                                               76-0493269
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
  1135 EDGEBROOK                       
  HOUSTON, TEXAS                                        77034-1899
  (Address of Principal Executive Offices)               (Zip Code)
  
                    CASA OLE RESTAURANTS, INC. 1996 LONG TERM
                 INCENTIVE PLAN CASA OLE RESTAURANTS, INC. 1996
                           MANAGER'S STOCK OPTION PLAN
                CASA OLE RESTAURANTS, INC. STOCK OPTION PLAN FOR
                          NON-EMPLOYEE DIRECTORS 
                            (Full Title of the Plans)
                      ____________________________________
  
                                  LOUIS P. NEEB
                             CHIEF EXECUTIVE OFFICER
                                 1135 EDGEBROOK
                           HOUSTON, TEXAS  77034-1899
                     (Name and address of agent for service)
  
                                 (713) 943-7574
          (Telephone number, including area code, of agent for service)
                        _________________________________
  
                                    Copy to:
                                  KENT JAMISON
                           LOCKE PURNELL RAIN HARRELL
                          (A PROFESSIONAL CORPORATION)
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
             ______________________________________________________
  
                         CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------------------------------------
                TITLE OF                                        PROPOSED MAXIMUM         PROPOSED MAXIMUM
            SECURITIES TO BE             AMOUNT TO BE          OFFERING PRICE PER       AGGREGATE OFFERING           AMOUNT OF
               REGISTERED                 REGISTERED               SHARE (1)                 PRICE (1)           REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------------------
       <S>                               <C>                    <C>                      <C>                     <C>
       COMMON STOCK,                     620,000
       $.01 PAR VALUE                    SHARES                    $8.75            $5,425,000                        $1,644.00
                                                                    ----             ---------                         --------
          (1) ESTIMATED IN ACCORDANCE WITH RULE 457(H) UNDER THE SECURITIES ACT
  OF 1933, AS AMENDED, (THE "ACT") SOLELY FOR PURPOSES OF CALCULATING THE
  REGISTRATION FEE, BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES REPORTED ON
  THE NASDAQ - NATIONAL MARKET SYSTEM ON FEBRUARY 14, 1997.  IN ADDITION,
  PURSUANT TO RULE 416 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS
  REGISTRATION STATEMENT ALSO COVERS SHARES OF COMMON STOCK OF THE COMPANY
  ISSUABLE TO PREVENT DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS OR
  SIMILAR TRANSACTIONS.
  -------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  <PAGE>   2
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
              The information specified by Item 1 and Item 2 of Part I of Form
      S-8 is omitted from this filing in accordance with provisions of Rule 428
      under the Securities Act of 1933 (the "Securities Act") and the
      introductory Note to Part I of Form S-8.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
      ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
              The documents set forth below are incorporated by reference in this
      Registration Statement.  All documents subsequently filed by Casa Ole
      Restaurants, Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and
      15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to
      the filing of a post-effective amendment which indicates that all
      securities offered have been sold or which deregisters all securities then
      remaining unsold, shall be deemed to be incorporated by reference in this
      Registration Statement and to be part hereof from the date of filing of
      such documents.
  
              (1)      The Company's prospectus dated April 25, 1996 and relating
                       to the Form S-1 Registration Statement (Registration
                       Statement 333-1678) filed pursuant to Rule 424(b) of the
                       Securities Act.
  
              (2)      All other reports filed pursuant to Section 13(a) or 15(d)
                       of the Exchange Act since the end of the fiscal year
                       covered by the prospectus described in (1) above.
  
              (3)      The description of the Common Stock that is contained in
                       the Company's Registration Statement on Form 8-A dated
                       April 18, 1996, filed pursuant to Section 12 of the
                       Exchange Act, and all amendments thereto and reports which
                       have been filed for the purpose of updating such
                       description.
  
      ITEM 4.  DESCRIPTION OF SECURITIES.
  
              Not Applicable.
  
      ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
              Not Applicable.
  
      ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
              Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
      permits a corporation to indemnify certain persons, including officers and
      directors and former
  
  <PAGE>   3
  
      officers and directors, and to purchase insurance with respect to liability
      arising out of their capacity or status as officers and directors.
  
              Article Twelve of the Company's Articles of Incorporation provides
  as follows:
  
              The corporation shall indemnify any person who was, is, or is
              threatened to be made a named defendant or respondent in a
              proceeding (as hereinafter defined) because the person (a) is or
              was a director or officer of the corporation or (b) while a
              director or officer of the corporation, is or was serving at the
              request of the corporation as a director, officer, partner,
              venturer, proprietor, trustee, employee, agent, or similar
              functionary of another foreign or domestic corporation,
              partnership, joint venture, sole proprietorship, trust, employee
              benefit plan, or other enterprise, to the fullest extent that a
              corporation may grant indemnification to a person serving in such
              capacity under the Texas Business Corporation Act, as the same
              exists or may hereafter be amended.
  
              Such right shall be a contract right and shall include the right to
              be paid by the corporation for all expenses incurred in defending
              any such proceeding in advance of its final disposition to the
              maximum extent permitted under the Texas Business Corporation Act,
              as the same exists or may hereafter be amended.  If a claim for
              indemnification or advancement of expenses hereunder is not paid in
              full by the corporation within 90 days after a written claim has
              been received by the corporation, the claimant may at any time
              thereafter bring suit against the corporation to recover the unpaid
              amount of the claim and, if successful in whole or in part, the
              claimant shall be entitled to be paid also the expenses of
              prosecuting such claim.  It shall be a defense to any such action
              that such indemnification or advancement of costs of defense is not
              permitted under the Texas Business Corporation Act, but the burden
              of proving such defense shall be on the corporation.  Neither the
              failure of the corporation (including its Board of Directors or any
              committee thereof, special legal counsel, or shareholders) to have
              made its determination prior to the commencement of such action
              that indemnification of, or advancement of costs of defense to, the
              claimant is permissible in the circumstances nor an actual
              determination by the corporation (including its Board of Directors
              or any committee thereof, special legal counsel, or shareholders)
              that such indemnification or advancement is not permissible shall
              be a defense to the action or create a presumption that such
              indemnification or advancement is not permissible.
  
              The corporation additionally may indemnify any person covered by
              the grant of mandatory indemnification contained above to such
              further extent as is permitted by law and may indemnify any other
              person to the fullest extent permitted by law.
  
              As used herein, the term "proceeding" means any threatened,
              pending, or completed action, suit, or proceeding, whether civil,
              criminal, administrative, arbitrative, or investigative, any appeal
              in such an action, suit, or proceeding,
  <PAGE>   4
  
              and any inquiry or investigation that could lead to such an action,
              suit, or proceeding.
  
              In addition, Article Nine of the Company's Bylaws provides for such
      indemnification of officers and directors within the limits set forth in
      the Articles of Incorporation and applicable provisions of Texas law.  The
      Company has also entered into indemnification agreements with each of its
      directors which provide that such persons will be indemnified to the
      fullest extent permitted by the Texas Business Corporation Act.
  
              Article Thirteen of the Company's Articles of Incorporation
      additionally includes a provision eliminating the monetary liability of a
      director to the Company or its shareholders for an act or omission in the
      director's capacity as a director to the fullest extent permitted by Texas
      law.
  
              The Company has obtained liability insurance coverage for its
      officers and directors which will entitle the Company to be reimbursed up
      to $5.0 million for certain indemnity payments it may be required or
      permitted to make to such persons with respect to actions arising out of
      the performance of their duties.
  
      ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
              Not Applicable.
  
      ITEM 8.  EXHIBITS.
  
              4.1  --  Specimen Stock Certificate of the Company (incorporated
                       by reference to the corresponding Exhibit Number in
                       Amendment No. 1 to the Company's Registration
                       Statement on Form S-1 (Registration No. 333-1678) filed
                       with the Securities and Exchange Commission on April 11,
                       1996).
  
              4.2  --  Articles of Incorporation of the Company (incorporated
                       by reference to thecorresponding Exhibit Number in
                       the Company's Registration Statement on Form S-1
                       (Registration No. 333-1678) filed with the Securities and
                       Exchange Commission on February 27, 1996).
  
              4.3  --  Bylaws of the Company (incorporated by reference to the
                       corresponding Exhibit Number in the Company's
                       Registration Statement on Form S-1 (Registration No.
                       333-1678) filed with the Securities and Exchange
                       Commission on February 27, 1996).
  
              5.1  --  Opinion of Locke Purnell Rain Harrell (A Professional
                       Corporation).
  
              23.1 --  Consent of KPMG Peat Marwick LLP, Independent
                       Accountants.
  
              23.2 --  Consent of Locke Purnell Rain Harrell (A Professional
                       Corporation) (included in its opinion filed as Exhibit
                       5.1).
  
  
  
                                       -3-
  
  <PAGE>   5
  
              24.1     -- Power of Attorney (included on the signature page of
                          this Registration Statement).
  
              99.1     -- Casa Ole Restaurants, Inc. 1996 Long Term Incentive
                          Plan (incorporated by reference to Exhibit Number 10.16
                          in Amendment No. 1 to the Company's Registration
                          Statement on Form S-1 (Registration No. 333-1678) filed
                          with the Securities and Exchange Commission on April
                          11, 1996).
   
              99.2     -- Casa Ole Restaurants, Inc. 1996 Manager's Stock Option
                          Plan.
  
              99.3     -- Casa Ole Restaurants, Inc. Stock Option Plan for
                          Non-Employee Directors (incorporated by reference to
                          Exhibit Number 10.17 in Amendment No. 1 to the Company's
                          Registration Statement on Form S-1 (Registration No.
                          333-1678) filed with the Securities and Exchange
                          Commission on April 11, 1996).
  
      ITEM 9.  UNDERTAKINGS.
  
              The Company herein undertakes:
  
              (1)      To file, during any period in which offers or sales are
                       being made, a post-effective amendment to this
                       Registration Statement:
  
                       (i)     To include any prospectus required by Section 
                               10(a)(3) of the Securities Act;
  
                       (ii)    To reflect in the prospectus any facts or events
                               arising after the effective date of this
                               Registration Statement (or the most recent
                               post-effective amendment thereof) which,
                               individually or in the aggregate, represent a
                               fundamental change in the information set forth in
                               this Registration Statement;
  
                       (iii)   To include any material information with respect
                               to the plan of distribution not previously
                               disclosed in this Registration Statement or any
                               material change to such information in the
                               Registration Statement;
  
                       Provided, however, that paragraphs (1)(i) and (1)(ii) do
                       not apply if the  information required to be included in a
                       post-effective amendment by those paragraphs is contained
                       in periodic reports filed with or furnished to the
                       Securities and Exchange Commission by the Company pursuant
                       to Section 13 or Section 15(d) of the Exchange Act that
                       are incorporated by reference in the Registration
                       Statement.
  
  
              (2)      That, for the purpose of determinig any liability under
                       the Securities Act, each such post-effective amendment
                       shall be deemed to be a new registration statement
                       relating to the securities offered therein, and the
                       offering of such securities at that time shall be deemed
                       to be the initial bona fide offering thereof.
  
                                       -4-
  
  
  <PAGE>   6
  
  
              (3)      To remove from registration by means of a post-effective
                       amendment any of the securities being registered which
                       remain unsold at the termination of the offering.
  
              (4)      That, for purposes of determining any liability under the
                       Securities Act, each filing of the Company's annual report
                       pursuant to Section 13(a) or Section 15(d) of the Exchange
                       Act that is incorporated by reference in the Registration
                       Statement shall be deemed to be a new registration
                       statement relating to the securities offered therein, and
                       the offering of such securities at that time shall be
                       deemed to be the initial bona fide offering thereof.
  
              (5)      Insofar as indemnification for liabilities arising under
                       the Securities Act may be permitted to directors, officers
                       and controlling persons of the Company pursuant to the
                       foregoing provisions, or otherwise, the Company has been
                       advised that in the opinion of the Securities and Exchange
                       Commission such indemnification is against public policy
                       as expressed in the Securities Act and is, therefore,
                       unenforceable.  In the event that a claim for
                       indemnification against such liabilities (other than the
                       payment by the Company of expenses incurred or paid by a
                       director, officer or controlling person of the Company in
                       the successful defense of any action, suit or proceeding)
                       is asserted by such director, officer or controlling
                       person in connection with the securities being registered,
                       the Company will, unless in the opinion of its counsel the
                       matter has been settled by controlling precedent, submit
                       to a court of appropriate jurisdiction the question
                       whether such indemnification by it is against public
                       policy as expressed in the Securities Act and will be
                       governed by the final adjudication of such issue.
  
  
  
                                       -5-
  
  <PAGE>   7
                                     SIGNATURES
  
              Pursuant to the requirements of the Securities Act of 1933, as
      amended, the Company certifies that it has reasonable grounds to believe
      that it meets all of the requirements for filing on Form S-8 and has duly
      caused this Registration Statement to be signed on its behalf by the
      undersigned, thereunto duly authorized, in the City of Houston, State of
      Texas on February 12, 1997.
  
                                                CASA OLE RESTAURANTS, INC.
  
  
  
                                                By:/s/Louis P. Neeb             
                                                   ------------------------------
                                                   Louis P. Neeb,
                                                   Chief Executive Officer and 
                                                   Chairman of the Board of 
                                                   Directors
  
  
  
  
  
  <PAGE>   8
                                 POWER OF ATTORNEY
  
              KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
      appears below hereby constitutes and appoints Louis P. Neeb and Stacy M.
      Riffe, each of them or any one of them, as his or her true and lawful
      attorneys- in-fact and agents, with full power of substitution and
      resubstitution, for him or her and in his or her name, place and stead, in
      any and all capacities, to sign any and all amendments (including
      post-effective amendments) to this Registration Statement, and to file the
      same, with all exhibits thereto, and all other documents in connection
      therewith, with the Securities and Exchange Commission and any state or
      other securities authority, granting unto said attorneys-in-fact and agents
      and each of them or any of them, full power and authority to do and perform
      each and every act in person, hereby ratifying and confirming all that said
      attorneys-in-fact and agents, or his or her or their substitute or
      substitutes may lawfully do or cause to be done by virtue hereof.
  
              Pursuant to the requirements of the Securities Act of 1933, as
      amended, this Registration Statement has been signed by the following
      persons in the capacities and on the dates indicated.
  
                 SIGNATURE        TITLE                            DATE
  
  
       /s/Louis P. Neeb           Chief Executive Officer and    February 12, 1997
       ----------------           Chairman of the Board of                --
       Louis P. Neeb              Directors (Principal
                                  Executive Officer)                           
                     
                                  
                                  
                                  
       /s/Larry N. Forehand       Vice Chairman, Founder and    February 13 , 1997
       --------------------       Director                               --     
       Larry N. Forehand          
                                  
                                  
                                  
       /s/Patrick A. Morris       President, Chief Operating     February 13, 1997
       --------------------       Officer and Director                    --   
       Patrick A. Morris          
                                  
                                  
                                  
                                  
       /s/Stacy M. Riffe          Vice President, Chief          February 10, 1997
       -----------------          Financial Officer, Secretary            --
       Stacy M. Riffe             and Treasurer (Principal
                                  Financial and Principal
                                  Accounting Officer)                       
                    
                                  
  
  
  
  
  <PAGE>   9
       
       
       /s/John C. Textor          Director                       February 13, 1997
       -----------------                                                  --      
       John C. Textor
  
  
  
  
       /s/Michael D. Domec        Director                       February 13, 1997
       -------------------                                                --      
       Michael D. Domec           
                                  
                                  
                                  Director                       February 13, 1997
                                                                          --      
       /s/J.J. Fitzsimmons                                       
       -------------------                                       
       J.J. Fitzsimmons                                          
                                                                 
       /s/Richard E. Rivera       Director                       February 13, 1997
       --------------------                                               --     
       Richard E. Rivera          
  
  
  
  
  
  <PAGE>   10
                                INDEX TO EXHIBITS
  
                                                                      SEQUENTIALLY
       EXHIBIT                                                           NUMBERED
       NUMBER      EXHIBIT                                                 PAGE
       ------      -------                                                 ----
       4.1         Specimen Stock Certificate of the Company
                   (incorporated by reference to the corresponding
                   Exhibit Number in Amendment No. 1 to the Company's
                   Registration Statement on Form S-1 (Registration
                   No. 333-1678) filed with the Securities and
                   Exchange Commission on April 11, 1996).
                   
       4.2         Articles of Incorporation of the Company
                   (incorporated by reference to the corresponding
                   Exhibit Number in the Company's Registration
                   Statement on Form S-1 (Registration No. 333-1678)
                   filed with the Securities and Exchange Commission
                   on February 27, 1996).
       4.3         Bylaws of the Company (incorporated by reference
                   to the corresponding Exhibit Number in the
                   Company's Registration Statement on Form S-1
                   (Registration No. 333-1678) filed with the
                   Securities and Exchange Commission on February 27,
                   1996).
                   
       5.1         Opinion of Locke Purnell Rain Harrell (A
                   Professional Corporation).
      23.1         Consent of KPMG Peat Marwick LLP, Independent
                   Accountants.
                   
      23.2         Consent of Locke Purnell Rain Harrell (A
                   Professional Corporation)(included in its opinion
                   filed as Exhibit 5.1).
                   
      24.1         Power of Attorney (included on the signature page
                   of this Registration Statement).
   
      99.1         Casa Ole Restaurants, Inc. 1996 Long Term Incentive Plan
                   (incorporated by reference to Exhibit Number  10.16 in  
                   Amendment No. 1 to the Company's Registration  Statement on 
                   Form S-1 (Registration No. 333-1678) filed with the Securities
                   and Exchange Commission on April 11, 1996).
                   
      99.2         Casa Ole Restaurants, Inc. 1996 Manager's Stock
                   Option Plan.
  
      99.3         Casa Ole Restaurants, Inc. Stock Option Plan for
                   Non-Employee Directors (incorporated by reference to Exhibit
                   No. 1 to the Company's Registration Statement on Form S-1
                   (Registration No. 333-1678) filed with the Securities and 
                   Exchange Commission on April 11, 1996).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26836}]
metadata_filer: {"company-data": {"conformed-name": "CASA OLE RESTAURANTS INC", "cik": "0001009244", "assigned-sic": "5812", "irs-number": "760493269", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22271", "film-number": "97542430"}, "business-address": {"street1": "1135 EDGEBROOK", "city": "HOUSTON", "state": "TX", "zip": "77034", "phone": "7139437574"}, "mail-address": {"street1": "1135 EDGEBROOK", "street2": "1135 EDGEBROOK", "city": "HOUSTON", "state": "TX", "zip": "77034"}}
text: 1
  
     As filed with the Securities and Exchange Commission on February 24, 1997
  
                                                            Registration No. 333- 
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                          ________________________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                 __________________________________________________
  
                             CASA OLE RESTAURANTS, INC.
               (Exact name of registrant as specified in its charter)
  
           TEXAS                                               76-0493269
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
  1135 EDGEBROOK                       
  HOUSTON, TEXAS                                        77034-1899
  (Address of Principal Executive Offices)               (Zip Code)
  
                    CASA OLE RESTAURANTS, INC. 1996 LONG TERM
                 INCENTIVE PLAN CASA OLE RESTAURANTS, INC. 1996
                           MANAGER'S STOCK OPTION PLAN
                CASA OLE RESTAURANTS, INC. STOCK OPTION PLAN FOR
                          NON-EMPLOYEE DIRECTORS 
                            (Full Title of the Plans)
                      ____________________________________
  
                                  LOUIS P. NEEB
                             CHIEF EXECUTIVE OFFICER
                                 1135 EDGEBROOK
                           HOUSTON, TEXAS  77034-1899
                     (Name and address of agent for service)
  
                                 (713) 943-7574
          (Telephone number, including area code, of agent for service)
                        _________________________________
  
                                    Copy to:
                                  KENT JAMISON
                           LOCKE PURNELL RAIN HARRELL
                          (A PROFESSIONAL CORPORATION)
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
             ______________________________________________________
  
                         CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------------------
                TITLE OF                                        PROPOSED MAXIMUM         PROPOSED MAXIMUM
            SECURITIES TO BE             AMOUNT TO BE          OFFERING PRICE PER       AGGREGATE OFFERING           AMOUNT OF
               REGISTERED                 REGISTERED               SHARE (1)                 PRICE (1)           REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------------------
  COMMON STOCK,                     620,000
       $.01 PAR VALUE                    SHARES                    $8.75            $5,425,000                        $1,644.00
                                                                    ----             ---------                         --------
          (1) ESTIMATED IN ACCORDANCE WITH RULE 457(H) UNDER THE SECURITIES ACT
  OF 1933, AS AMENDED, (THE "ACT") SOLELY FOR PURPOSES OF CALCULATING THE
  REGISTRATION FEE, BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES REPORTED ON
  THE NASDAQ - NATIONAL MARKET SYSTEM ON FEBRUARY 14, 1997.  IN ADDITION,
  PURSUANT TO RULE 416 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS
  REGISTRATION STATEMENT ALSO COVERS SHARES OF COMMON STOCK OF THE COMPANY
  ISSUABLE TO PREVENT DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS OR
  SIMILAR TRANSACTIONS.
  -------------------------------------------------------------------------------------------------------------------------------
  2
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
              The information specified by Item 1 and Item 2 of Part I of Form
      S-8 is omitted from this filing in accordance with provisions of Rule 428
      under the Securities Act of 1933 (the "Securities Act") and the
      introductory Note to Part I of Form S-8.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
      ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
              The documents set forth below are incorporated by reference in this
      Registration Statement.  All documents subsequently filed by Casa Ole
      Restaurants, Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and
      15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to
      the filing of a post-effective amendment which indicates that all
      securities offered have been sold or which deregisters all securities then
      remaining unsold, shall be deemed to be incorporated by reference in this
      Registration Statement and to be part hereof from the date of filing of
      such documents.
  
              (1)      The Company's prospectus dated April 25, 1996 and relating
                       to the Form S-1 Registration Statement (Registration
                       Statement 333-1678) filed pursuant to Rule 424(b) of the
                       Securities Act.
  
              (2)      All other reports filed pursuant to Section 13(a) or 15(d)
                       of the Exchange Act since the end of the fiscal year
                       covered by the prospectus described in (1) above.
  
              (3)      The description of the Common Stock that is contained in
                       the Company's Registration Statement on Form 8-A dated
                       April 18, 1996, filed pursuant to Section 12 of the
                       Exchange Act, and all amendments thereto and reports which
                       have been filed for the purpose of updating such
                       description.
  
      ITEM 4.  DESCRIPTION OF SECURITIES.
  
              Not Applicable.
  
      ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
              Not Applicable.
  
      ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
              Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
      permits a corporation to indemnify certain persons, including officers and
      directors and former
  3
  
      officers and directors, and to purchase insurance with respect to liability
      arising out of their capacity or status as officers and directors.
  
              Article Twelve of the Company's Articles of Incorporation provides
  as follows:
  
              The corporation shall indemnify any person who was, is, or is
              threatened to be made a named defendant or respondent in a
              proceeding (as hereinafter defined) because the person (a) is or
              was a director or officer of the corporation or (b) while a
              director or officer of the corporation, is or was serving at the
              request of the corporation as a director, officer, partner,
              venturer, proprietor, trustee, employee, agent, or similar
              functionary of another foreign or domestic corporation,
              partnership, joint venture, sole proprietorship, trust, employee
              benefit plan, or other enterprise, to the fullest extent that a
              corporation may grant indemnification to a person serving in such
              capacity under the Texas Business Corporation Act, as the same
              exists or may hereafter be amended.
  
              Such right shall be a contract right and shall include the right to
              be paid by the corporation for all expenses incurred in defending
              any such proceeding in advance of its final disposition to the
              maximum extent permitted under the Texas Business Corporation Act,
              as the same exists or may hereafter be amended.  If a claim for
              indemnification or advancement of expenses hereunder is not paid in
              full by the corporation within 90 days after a written claim has
              been received by the corporation, the claimant may at any time
              thereafter bring suit against the corporation to recover the unpaid
              amount of the claim and, if successful in whole or in part, the
              claimant shall be entitled to be paid also the expenses of
              prosecuting such claim.  It shall be a defense to any such action
              that such indemnification or advancement of costs of defense is not
              permitted under the Texas Business Corporation Act, but the burden
              of proving such defense shall be on the corporation.  Neither the
              failure of the corporation (including its Board of Directors or any
              committee thereof, special legal counsel, or shareholders) to have
              made its determination prior to the commencement of such action
              that indemnification of, or advancement of costs of defense to, the
              claimant is permissible in the circumstances nor an actual
              determination by the corporation (including its Board of Directors
              or any committee thereof, special legal counsel, or shareholders)
              that such indemnification or advancement is not permissible shall
              be a defense to the action or create a presumption that such
              indemnification or advancement is not permissible.
  
              The corporation additionally may indemnify any person covered by
              the grant of mandatory indemnification contained above to such
              further extent as is permitted by law and may indemnify any other
              person to the fullest extent permitted by law.
  
              As used herein, the term "proceeding" means any threatened,
              pending, or completed action, suit, or proceeding, whether civil,
              criminal, administrative, arbitrative, or investigative, any appeal
              in such an action, suit, or proceeding,
  4
  
              and any inquiry or investigation that could lead to such an action,
              suit, or proceeding.
  
              In addition, Article Nine of the Company's Bylaws provides for such
      indemnification of officers and directors within the limits set forth in
      the Articles of Incorporation and applicable provisions of Texas law.  The
      Company has also entered into indemnification agreements with each of its
      directors which provide that such persons will be indemnified to the
      fullest extent permitted by the Texas Business Corporation Act.
  
              Article Thirteen of the Company's Articles of Incorporation
      additionally includes a provision eliminating the monetary liability of a
      director to the Company or its shareholders for an act or omission in the
      director's capacity as a director to the fullest extent permitted by Texas
      law.
  
              The Company has obtained liability insurance coverage for its
      officers and directors which will entitle the Company to be reimbursed up
      to $5.0 million for certain indemnity payments it may be required or
      permitted to make to such persons with respect to actions arising out of
      the performance of their duties.
  
      ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
              Not Applicable.
  
      ITEM 8.  EXHIBITS.
  
              4.1  --  Specimen Stock Certificate of the Company (incorporated
                       by reference to the corresponding Exhibit Number in
                       Amendment No. 1 to the Company's Registration
                       Statement on Form S-1 (Registration No. 333-1678) filed
                       with the Securities and Exchange Commission on April 11,
                       1996).
  
              4.2  --  Articles of Incorporation of the Company (incorporated
                       by reference to thecorresponding Exhibit Number in
                       the Company's Registration Statement on Form S-1
                       (Registration No. 333-1678) filed with the Securities and
                       Exchange Commission on February 27, 1996).
  
              4.3  --  Bylaws of the Company (incorporated by reference to the
                       corresponding Exhibit Number in the Company's
                       Registration Statement on Form S-1 (Registration No.
                       333-1678) filed with the Securities and Exchange
                       Commission on February 27, 1996).
  
              5.1  --  Opinion of Locke Purnell Rain Harrell (A Professional
                       Corporation).
  
              23.1 --  Consent of KPMG Peat Marwick LLP, Independent
                       Accountants.
  
              23.2 --  Consent of Locke Purnell Rain Harrell (A Professional
                       Corporation) (included in its opinion filed as Exhibit
                       5.1).
  
                                       -3-
  5
  
              24.1     -- Power of Attorney (included on the signature page of
                          this Registration Statement).
  
              99.1     -- Casa Ole Restaurants, Inc. 1996 Long Term Incentive
                          Plan (incorporated by reference to Exhibit Number 10.16
                          in Amendment No. 1 to the Company's Registration
                          Statement on Form S-1 (Registration No. 333-1678) filed
                          with the Securities and Exchange Commission on April
                          11, 1996).
   
              99.2     -- Casa Ole Restaurants, Inc. 1996 Manager's Stock Option
                          Plan.
  
              99.3     -- Casa Ole Restaurants, Inc. Stock Option Plan for
                          Non-Employee Directors (incorporated by reference to
                          Exhibit Number 10.17 in Amendment No. 1 to the Company's
                          Registration Statement on Form S-1 (Registration No.
                          333-1678) filed with the Securities and Exchange
                          Commission on April 11, 1996).
  
      ITEM 9.  UNDERTAKINGS.
  
              The Company herein undertakes:
  
              (1)      To file, during any period in which offers or sales are
                       being made, a post-effective amendment to this
                       Registration Statement:
  
                       (i)     To include any prospectus required by Section 
                               10(a)(3) of the Securities Act;
  
                       (ii)    To reflect in the prospectus any facts or events
                               arising after the effective date of this
                               Registration Statement (or the most recent
                               post-effective amendment thereof) which,
                               individually or in the aggregate, represent a
                               fundamental change in the information set forth in
                               this Registration Statement;
  
                       (iii)   To include any material information with respect
                               to the plan of distribution not previously
                               disclosed in this Registration Statement or any
                               material change to such information in the
                               Registration Statement;
  
                       Provided, however, that paragraphs (1)(i) and (1)(ii) do
                       not apply if the  information required to be included in a
                       post-effective amendment by those paragraphs is contained
                       in periodic reports filed with or furnished to the
                       Securities and Exchange Commission by the Company pursuant
                       to Section 13 or Section 15(d) of the Exchange Act that
                       are incorporated by reference in the Registration
                       Statement.
  
              (2)      That, for the purpose of determinig any liability under
                       the Securities Act, each such post-effective amendment
                       shall be deemed to be a new registration statement
                       relating to the securities offered therein, and the
                       offering of such securities at that time shall be deemed
                       to be the initial bona fide offering thereof.
  
                                       -4-
  6
  
              (3)      To remove from registration by means of a post-effective
                       amendment any of the securities being registered which
                       remain unsold at the termination of the offering.
  
              (4)      That, for purposes of determining any liability under the
                       Securities Act, each filing of the Company's annual report
                       pursuant to Section 13(a) or Section 15(d) of the Exchange
                       Act that is incorporated by reference in the Registration
                       Statement shall be deemed to be a new registration
                       statement relating to the securities offered therein, and
                       the offering of such securities at that time shall be
                       deemed to be the initial bona fide offering thereof.
  
              (5)      Insofar as indemnification for liabilities arising under
                       the Securities Act may be permitted to directors, officers
                       and controlling persons of the Company pursuant to the
                       foregoing provisions, or otherwise, the Company has been
                       advised that in the opinion of the Securities and Exchange
                       Commission such indemnification is against public policy
                       as expressed in the Securities Act and is, therefore,
                       unenforceable.  In the event that a claim for
                       indemnification against such liabilities (other than the
                       payment by the Company of expenses incurred or paid by a
                       director, officer or controlling person of the Company in
                       the successful defense of any action, suit or proceeding)
                       is asserted by such director, officer or controlling
                       person in connection with the securities being registered,
                       the Company will, unless in the opinion of its counsel the
                       matter has been settled by controlling precedent, submit
                       to a court of appropriate jurisdiction the question
                       whether such indemnification by it is against public
                       policy as expressed in the Securities Act and will be
                       governed by the final adjudication of such issue.
  
                                       -5-
  7
                                     SIGNATURES
  
              Pursuant to the requirements of the Securities Act of 1933, as
      amended, the Company certifies that it has reasonable grounds to believe
      that it meets all of the requirements for filing on Form S-8 and has duly
      caused this Registration Statement to be signed on its behalf by the
      undersigned, thereunto duly authorized, in the City of Houston, State of
      Texas on February 12, 1997.
  
                                                CASA OLE RESTAURANTS, INC.
  
                                                By:/s/Louis P. Neeb             
                                                   ------------------------------
                                                   Louis P. Neeb,
                                                   Chief Executive Officer and 
                                                   Chairman of the Board of 
                                                   Directors
  8
                                 POWER OF ATTORNEY
  
              KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
      appears below hereby constitutes and appoints Louis P. Neeb and Stacy M.
      Riffe, each of them or any one of them, as his or her true and lawful
      attorneys- in-fact and agents, with full power of substitution and
      resubstitution, for him or her and in his or her name, place and stead, in
      any and all capacities, to sign any and all amendments (including
      post-effective amendments) to this Registration Statement, and to file the
      same, with all exhibits thereto, and all other documents in connection
      therewith, with the Securities and Exchange Commission and any state or
      other securities authority, granting unto said attorneys-in-fact and agents
      and each of them or any of them, full power and authority to do and perform
      each and every act in person, hereby ratifying and confirming all that said
      attorneys-in-fact and agents, or his or her or their substitute or
      substitutes may lawfully do or cause to be done by virtue hereof.
  
              Pursuant to the requirements of the Securities Act of 1933, as
      amended, this Registration Statement has been signed by the following
      persons in the capacities and on the dates indicated.
  
                 SIGNATURE        TITLE                            DATE
  
       /s/Louis P. Neeb           Chief Executive Officer and    February 12, 1997
       ----------------           Chairman of the Board of                --
       Louis P. Neeb              Directors (Principal
                                  Executive Officer)                           
                     
                                  
                                  
                                  
       /s/Larry N. Forehand       Vice Chairman, Founder and    February 13 , 1997
       --------------------       Director                               --     
       Larry N. Forehand          
                                  
                                  
                                  
       /s/Patrick A. Morris       President, Chief Operating     February 13, 1997
       --------------------       Officer and Director                    --   
       Patrick A. Morris          
                                  
                                  
                                  
                                  
       /s/Stacy M. Riffe          Vice President, Chief          February 10, 1997
       -----------------          Financial Officer, Secretary            --
       Stacy M. Riffe             and Treasurer (Principal
                                  Financial and Principal
                                  Accounting Officer)
  9
       
       
       /s/John C. Textor          Director                       February 13, 1997
       -----------------                                                  --      
       John C. Textor
  
       /s/Michael D. Domec        Director                       February 13, 1997
       -------------------                                                --      
       Michael D. Domec           
                                  
                                  
                                  Director                       February 13, 1997
                                                                          --      
       /s/J.J. Fitzsimmons                                       
       -------------------                                       
       J.J. Fitzsimmons                                          
                                                                 
       /s/Richard E. Rivera       Director                       February 13, 1997
       --------------------                                               --     
       Richard E. Rivera
  10
                                INDEX TO EXHIBITS
  
                                                                      SEQUENTIALLY
       EXHIBIT                                                           NUMBERED
       NUMBER      EXHIBIT                                                 PAGE
       ------      -------                                                 ----
       4.1         Specimen Stock Certificate of the Company
                   (incorporated by reference to the corresponding
                   Exhibit Number in Amendment No. 1 to the Company's
                   Registration Statement on Form S-1 (Registration
                   No. 333-1678) filed with the Securities and
                   Exchange Commission on April 11, 1996).
                   
       4.2         Articles of Incorporation of the Company
                   (incorporated by reference to the corresponding
                   Exhibit Number in the Company's Registration
                   Statement on Form S-1 (Registration No. 333-1678)
                   filed with the Securities and Exchange Commission
                   on February 27, 1996).
       4.3         Bylaws of the Company (incorporated by reference
                   to the corresponding Exhibit Number in the
                   Company's Registration Statement on Form S-1
                   (Registration No. 333-1678) filed with the
                   Securities and Exchange Commission on February 27,
                   1996).
                   
       5.1         Opinion of Locke Purnell Rain Harrell (A
                   Professional Corporation).
      23.1         Consent of KPMG Peat Marwick LLP, Independent
                   Accountants.
                   
      23.2         Consent of Locke Purnell Rain Harrell (A
                   Professional Corporation)(included in its opinion
                   filed as Exhibit 5.1).
                   
      24.1         Power of Attorney (included on the signature page
                   of this Registration Statement).
   
      99.1         Casa Ole Restaurants, Inc. 1996 Long Term Incentive Plan
                   (incorporated by reference to Exhibit Number  10.16 in  
                   Amendment No. 1 to the Company's Registration  Statement on 
                   Form S-1 (Registration No. 333-1678) filed with the Securities
                   and Exchange Commission on April 11, 1996).
                   
      99.2         Casa Ole Restaurants, Inc. 1996 Manager's Stock
                   Option Plan.
  
      99.3         Casa Ole Restaurants, Inc. Stock Option Plan for
                   Non-Employee Directors (incorporated by reference to Exhibit
                   No. 1 to the Company's Registration Statement on Form S-1
                   (Registration No. 333-1678) filed with the Securities and 
                   Exchange Commission on April 11, 1996).