Registrant's telephone number, including area code:   (214) 343-7800

______________________________

Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None

______________________________

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  X     No ____

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ X ]

     As of June 23, 2003, 100 shares of Common Stock, $.01 par value, were outstanding and held by Roma Restaurant Holdings, Inc.

      Romacorp, Inc. (the "Company" or "Romacorp") is the operator and franchisor of the largest national casual dining chain specializing in ribs, with 257 restaurants located in 28 states in the United States and in 27 foreign countries and territories. Founded in Miami in 1972, the restaurants operated by Romacorp are primarily located in Florida, Texas and California. Both the Tony Roma's name and its "Famous for Ribs" and "Tony Roma's A Place for Ribs" slogans are well-recognized throughout the world. The restaurants offer a full and varied menu, including ribs, chicken, steaks, seafood, salads and other menu items in a casual atmosphere that is suitable for the entire family. Since the inception of Tony Roma's, its ribs have won numerous consumer and industry awards. In addition to award-winning ribs, the menu features a signature deep fried onion ring loaf. As of March 30, 2003, Romacorp operated 55 Company restaurants i n 14 states and, through its subsidiaries, franchised 102 restaurants in 20 states and 100 restaurants in international locations.

      The Tony Roma's concept is designed to serve a demographically and geographically diverse customer base, with high quality food at moderate prices. Entrees typically range in price from $4.99 to $12.99 for lunch and $4.99 to $19.99 for dinner. Dessert selections range in price from $1.99 to $4.99. Tony Roma's restaurants are generally located in free-standing buildings with approximately 200 seats and separate bar areas. The restaurants have a fun, comfortable atmosphere with distinctive and varied decor and provide consumers with high quality, friendly service. The Tony Roma's concept is appropriate for a wide variety of casual dining occasions, including family dinners and business lunches.

      To assure consistent product quality and to obtain optimum pricing, purchases of food and restaurant equipment for the Tony Roma's restaurants are made through a centralized purchasing function in its support center in Dallas, Texas. Romacorp negotiates directly with meat processors for its rib inventory and then ships the product to its restaurants via commercial distributors. Produce and dairy products are obtained locally. Food and equipment pricing information is also generally available to the Tony Roma's franchisee community.

      Romacorp is generally not dependent upon any one supplier for availability of its products; its food and other products are generally available from a number of acceptable sources. Romacorp has a policy of maintaining alternate suppliers for most of its baseline products. Romacorp does not manufacture any products or act as a middleman.

      Romacorp utilizes local advertising for individual restaurants and broadcast advertising where market penetration is efficient, as well as public relations activities aimed at individual restaurants and entire markets. Romacorp's advertising campaigns emphasize freshness, quality food, good service and value. During the fiscal year ended March 30, 2003 ("fiscal 2003"), the Company's expenditures for advertising were 3.6% of Company-owned restaurant revenues.

      The Company (then Romacorp) was acquired in June 1993 by NPC International, Inc. ("NPC"). On April 24, 1998, a recapitalization agreement (the "Recapitalization"), effective June 28, 1998, was executed pursuant to which the former Romacorp, Inc. was renamed Roma Restaurant Holdings, Inc. ("Holdings") and the assets, liabilities and operations of Holdings were contributed to its newly-created, wholly-owned subsidiary, Romacorp, Inc. ("Romacorp"). In the Recapitalization, which was executed by Holdings, NPC and Sentinel Capital Partners, L.P. ("Sentinel"), Holdings redeemed stock held by NPC and NPC forgave and contributed to the capital of the Company a payable to NPC in the amount of $33,731,000. After the Recapitalization, NPC held 20% and Sentinel, through certain affiliates, held 80% of the equity of Holdings. In conjunction with this transaction, $75,000,000 of 12% Senior Notes due July 1, 2006 (the "Senior Notes") were i ssued by the Company. The Company paid Holdings a dividend of $75,351,000, consisting primarily of the proceeds from the 12% Senior Notes, which was used by Holdings, along with Sentinel's equity contribution, to effect the Recapitalization. This transaction was accounted for as a leveraged recapitalization with the assets and liabilities of the Company retaining their historical value.

      On June 23, 2003, the Company announced that Mr. David Head was appointed president and chief executive officer, replacing Mr. Frank Steed who will remain with the Company as a member of the Board of Directors and as President of Roma Franchise Corporation and Roma Systems, Inc. (wholly owned subsidiaries of the Company).

      Although the first Tony Roma's opened in 1972, the first franchised restaurant did not open until 1981. Beginning in 1984, franchising became a key element of Tony Roma's growth strategy and at March 30, 2003, the Company had 54 franchisees operating 202 restaurants worldwide. The largest franchise holder operates a chain of 23 Tony Roma's restaurants. Although there are some franchisees that operate a single restaurant, the Company seeks to attract multi-unit franchisees who can develop entire territories. All potential franchisees must meet certain operational and financial criteria.

      Upon signing a development agreement with the Company that grants exclusive development rights to specific geographic areas, new domestic and international franchisees pay a development fee calculated by multiplying the number of restaurants in the development agreement by $20,000.

      In addition to the development fee, new domestic franchisees pay an initial franchise fee of either $15,000 or $30,000 and a continuing royalty of 4% of gross sales. New international franchisees pay an initial franchisee fee of $30,000 and a continuing royalty of 4% of gross sales while the majority of the existing international franchisees pay a continuing royalty of 3% of gross sales. In addition, domestic franchisees are required to contribute 0.5% of gross sales to a joint marketing account and may be required to participate in local market advertising cooperatives. International franchisees are required to contribute 0.25% of sales to the joint marketing account.

      Domestic franchisees that pay a franchise fee of $30,000 are provided new restaurant pre-opening and opening assistance at the Company's expense, while domestic franchisees paying a $15,000 fee and international franchisees reimburse the Company for these services when incurred. Restaurant pre-opening and opening assistance includes an on-site training team to assist in recruitment, training, organization, inventory planning and quality control.

      In return for the domestic franchisee's initial fee and royalties, the Company provides a variety of services, including: (1) site selection criteria and review/advice on construction cost and administration; (2) centralized and system-wide purchasing opportunities; (3) restaurant management training programs, advertising and marketing programs; and (4) various administrative and training programs developed by the Company. International franchisees receive a modified version of these services.

      The restaurant industry is highly competitive with respect to price, value, service, location and food quality. Tony Roma's has developed brand identity within the casual dining segment and is the largest national chain to focus on ribs. On a local and regional basis, Romacorp competes with smaller chains that also specialize in ribs, and with larger concepts that include ribs as a menu item.

      As of March 30, 2003, Romacorp employed approximately 3,010 persons, including full-time and part-time personnel, of whom approximately 2,951 were restaurant employees and 59 were restaurant supervision and support center employees. A majority of the accounting and information technology services are provided by employees of NPC under a Transitional Financial and Accounting Services Agreement (the "Transition Services Agreement") that has been in effect since the completion of the Recapitalization. Company restaurants employ an average of approximately 60 full-time or part-time employees. None of Romacorp's employees are covered by collective bargaining agreements, and Romacorp has never experienced a major work stoppage, strike, or labor dispute. Romacorp considers its employee relations to be good.

      The location of Romacorp-owned and franchised restaurants as of March 30, 2003 is as follows:

      The trade name "Tony Roma's" and all other trademarks, service marks, symbols, slogans, emblems, logos, and designs used in the Tony Roma's restaurant system are of material importance to its business. The domestic trademarks are owned by Roma Dining LP, an affiliate of Romacorp, and international trademarks and franchise rights are owned by Roma Systems, Inc., a wholly owned subsidiary of Romacorp. Another subsidiary, Roma Franchise Corporation, through a trademark license with Roma Dining LP, offers and services franchises in the United States and Roma Systems, Inc. offers services and franchises internationally. The use of these trademarks and franchise rights are licensed to franchisees under franchise agreements for use with respect to the operation and promotion of their Tony Roma's restaurants.

      Tony Roma's restaurant sales are traditionally higher from January to March due to an increase in vacation and part-time residence activity in warm weather climates and resort locations where a significant number of the Company's restaurants are located.

      All of Romacorp's operations are subject to various federal, state and local laws that affect its business, including laws and regulations relating to health, sanitation, alcoholic beverage control and safety standards. To date, federal and state environmental regulations have not had a material effect on Romacorp's operations, but more stringent and varied requirements of local governmental bodies with respect to zoning, building codes, land use and environmental factors have in the past increased, and can be expected in the future to increase, the cost of, and the time required for, opening new restaurants. Difficulties or failures in obtaining required licenses or approvals could delay or prohibit the opening of new restaurants. In some instances, Romacorp may have to obtain zoning variances and land use permits for its new restaurants. Romacorp believes it is operating in compliance with all material laws and regulati ons governing its operations.

      Romacorp is also subject to the Fair Labor Standards Act, which governs such matters as minimum wages, overtime and other working conditions. A substantial majority of Romacorp's food service personnel are paid at rates related to the minimum wage and other employment laws and regulations. Accordingly, increases in the minimum wage result in higher labor costs.

      In recent years many states have enacted laws regulating franchise operations. Much of this legislation requires detailed disclosure in the offer and sale of franchises and the registration of the franchisor with state administrative agencies. Romacorp is also subject to Federal Trade Commission regulations relating to disclosure requirements in the sale of franchises. Additionally, certain states have enacted, and others may enact, legislation governing the termination and non-renewal of franchises and other aspects of the franchise relationship that are intended to protect franchisees. These matters may result in some modifications in Romacorp's franchising activities and some delays or failures in enforcing certain of its rights and remedies under license and lease agreements. The laws that apply to franchise operations and relationships are developing rapidly and Romacorp is unable to predict the effect on its intended op erations of additional requirements or restrictions that may be enacted or promulgated or of court decisions that may be adverse to franchisors.

      In order to take advantage of the safe harbor provisions for forward-looking statements adopted by the Private Securities Litigation Reform Act of 1995, Romacorp is hereby identifying important risks, uncertainties and other factors that could affect Romacorp's actual results of operations, financial condition or business and could cause Romacorp's actual results of operations, financial condition or business to differ materially (1) from its historical results of operations, financial condition or business or (2) the results of operation, financial condition or business contemplated by forward-looking statements made in this Annual Report or elsewhere orally or in writing by, or on behalf of, Romacorp. Except for the historical information contained in this Annual Report, the statements made in this Annual Report are forward-looking statements that involve such risks, uncertainties and other factors that could cause, or contribute to, such differences including, but not limited to, those described below.

      Commodities Costs, Labor Shortages, Costs and Other Risks.  Romacorp's dependence on frequent deliveries of fresh produce and groceries subjects it to the risk that shortages or interruptions in supply, caused by adverse weather or other conditions, could adversely affect the availability, quality and costs of ingredients used in Romacorp's restaurants. Specifically, certain ingredients such as baby-back ribs, spare ribs and chicken constitute a large percentage of the total cost of Romacorp's food products. Unforeseeable increases in the cost of these specific ingredients could significantly increase Romacorp's cost of sales and correspondingly decrease Romacorp's operating income. In addition, unfavorable trends or developments concerning factors such as inflation, increased food, labor and employee benefit costs (including increases in hourly wage and minimum unemploymen t tax rates), regional weather conditions, interest rates, the outbreak of diseases affecting livestock, such as Mad Cow Disease and Foot and Mouth Disease, and the availability of experienced management and hourly employees may also adversely affect the food service industry in general and Romacorp's results of operations and financial condition in particular.

      Training and Retention of Skilled Management and Other Restaurant Personnel.  Romacorp's success depends substantially upon its ability to recruit, train and retain skilled management and other restaurant personnel. There can be no assurance that labor shortages, economic conditions or other factors will not adversely affect the ability of Romacorp to satisfy its requirements in this area.

      Ability to Locate and Secure Acceptable Restaurant Sites.  The success of restaurants is significantly influenced by location. There can be no assurance that current locations will continue to be attractive or that additional locations can be located and secured as demographic patterns change. It is possible that the current locations or economic conditions where restaurants are located could decline in the future, resulting in potentially reduced sales in those locations. There is also no assurance that new sites will produce the same results as past sites.

      Competition.  Romacorp's future performance will be subject to a number of factors that affect the restaurant industry generally, including competition. The restaurant business is highly competitive and the competition can be expected to increase. Price, restaurant location, food quality, quality and speed of service and attractiveness of facilities are important aspects of competition as are the effectiveness of marketing and advertising programs. The competitive environment is also often affected by factors beyond Romacorp's or a particular restaurant's control. Romacorp's restaurants compete with a wide variety of restaurants ranging from national and regional restaurant chains, some of which have substantially greater financial resources than Romacorp, to locally owned restaurants. There is also active competition for advantageous commercial real estate sites suitable f or restaurants.

      Consumer Demand and Market Acceptance.  Food service businesses are often affected by changes in consumer tastes, national, regional and local economic conditions and demographic trends. The performance of individual restaurants may be adversely affected by factors such as traffic patterns, demographic considerations and the type, number and location of competing restaurants. Multi-unit food service chains such as Romacorp's can also be materially and adversely affected by publicity resulting from food quality, illness, injury and other health concerns or operating issues stemming from the activities of one restaurant or a limited number of restaurants, including restaurants operated by the franchisor or another franchisee.

      Ability to Refinance Debt. The Company has substantial debt obligations that mature on July 1, 2006. In consideration of the sales decline and recurring losses experienced in recent years, the ability of the Company to refinance this debt with similar publicly traded debt is considered remote. Therefore, the Company has engaged Houlihan Lokey Howard & Zukin to assess the potential for refinancing the debt and to provide other restructuring alternatives. There can be no assurance that these refinancing or restructuring efforts will be successful.

      Unforeseeable Events and Conditions.  Unforeseeable events and conditions, many of which are outside the control of Romacorp, can affect consumer patterns in the restaurant industry. These events include, among others, weather patterns, severe storms and power outages and natural disasters. Specific examples include, but are not limited to, Romacorp's concentration of Tony Roma's operations and franchisees in Florida, California and Texas, all of which are areas that have historically suffered from severe weather and natural disasters. There can be no assurance that Romacorp's operations will not be adversely affected by such events in the future.

      Effect of Terrorist Attacks.  The September 11, 2001 terrorist attacks on the World Trade Center in New York City and the Pentagon have negatively affected the United States economy, in particular the travel and hospitality industry. Like most consumer businesses, the Company's business is affected by general economic, and public safety conditions that affect consumer confidence and spending. Sales for most of the Company's restaurants were adversely affected as a result of the September 11 attacks. Additional terrorist attacks or related events could adversely impact all consumer businesses, including the Company's. It is not possible at this time to predict the longer-term effects on our operations of the attacks, or the impact of future actions that may be taken in response to the attacks.

      Romacorp selects all Company-operated restaurant sites, and has the right to approve all franchised restaurant locations. Sites are selected using a screening model to analyze locations with an emphasis on projected financial return, demographics (such as population density, age and income distribution), analysis of restaurant competition in the area, and an analysis of the site characteristics, including accessibility, traffic counts, and visibility.

      As of March 30, 2003, Romacorp owned and operated 55 restaurants, including 11 properties classified as held for sale, that are owned and leased as follows:

      In addition to these properties, as of March 30, 2003, Romacorp also held leases on three former Tony Roma's restaurant locations that were closed during a prior year and are available for sublease.

      Some of Romacorp's leases contain percentage rent clauses, typically 5% to 6% of gross sales, against which the minimum rent is applied, and most are net leases under which Romacorp pays taxes, maintenance, insurance, repairs and utility costs.

      Romacorp's Support Center is located in approximately 16,750 square feet of leased office space in Dallas, Texas. The lease expires June 30, 2006.

      Romacorp and its subsidiaries are engaged in ordinary and routine litigation incidental to its business, but management does not anticipate that any amounts that Romacorp may be required to pay by reason of such litigation, net of insurance reimbursements, will have a materially adverse effect on Romacorp's financial position.

      There were no matters submitted to a vote of Holdings, Romacorp's sole security holder, during the fourth quarter of the fiscal year ended March 30, 2003.

      There is no established public trading market for Romacorp's common stock.

      The following table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited consolidated financial statements and the related notes of Romacorp included elsewhere in this report.

__________________________

      The computation of Adjusted EBITDA is as follows:

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and related footnotes. Management bases its estimates and assumptions on historical experience, observance of industry trends and various other sources of information and factors. Actual results could differ from these estimates. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially could result in materially different results under different assumptions and conditions. The Company believes the following critical accounting policies require management's most difficult, subjective and complex judgments.

      Franchise Fees and Royalties - -  The franchise agreements for Tony Roma's restaurants provide for an initial fee and continuing royalty payments based upon gross sales, in return for operational support, product development, marketing programs and various administrative services. Royalty revenue is recognized on the accrual basis, although initial fees are not recognized until the franchisee's restaurant is opened. Fees for granting exclusive development rights to specific geographic areas are recognized when the right has been granted and cash received is non-refundable. The Company also receives royalties from third parties licensed to use the Company's trademarks in various retail venues.

     Long-lived Assets - - The Company applies the provisions of Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" in accounting for its long-lived assets, which requires the write-down of certain intangibles and tangible property associated with under-performing sites. SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" and resolves significant implementation issues that had evolved since the issuance of SFAS No. 121. SFAS No. 144 also provides more restrictive criteria to classify an asset (group) as "held for sale." The Company reviews the impairment of long-lived assets related to restaurant sites on a periodic basis and when events occur or circumstances indicate that the asset value of a restaurant is not recoverable, the Company evaluates that restaurant for impairment based on estimated future nondiscounted cash flows attributable to that restaurant. In the event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values. In addition, the Company evaluates the criteria associated with assets held for sale and, when appropriate, writes down these assets to estimated fair value and reclasses the assets to property held for sale on the balance sheet. The Company's estimates of fair values are based on the best information available and require the use of estimates, judgements and projections as considered necessary. The effect of applying SFAS No. 144 for the fiscal year ending March 30, 2003 and SFAS No. 121 for the fiscal years ending March 24, 2002 and March 25, 2001, resulted in a reduction of facilities and equipment of $5,327,000, $4,822,000, and $2,303,000, respectively.

      Goodwill - Effective March 26, 2001, the Company adopted the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," which was issued by the FASB in July 2001. SFAS No. 142 requires that an intangible asset that is acquired shall be initially recognized and measured based on its fair value. SFAS No. 142 also provides that goodwill should not be amortized, but shall be tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to its carrying amount. The Company did not record a charge related to the impairment test that is required with the adoption of this new standard. Substantially all the goodwill was allocated, based on an analysis of the current operations and associated fair values of the reporting units, to the Company's franchise operations and its value is supported in full by the current and future royalties generated by franchisee utilization of the Tony Roma's trademarks.

      Income taxes - Deferred Income Tax - The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes," which requires that deferred tax assets and liabilities be recognized for the effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. SFAS No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company reviews the recoverability of any deferred tax assets reflected in the balance sheet and provides any necessary allowances as required. Any adjustments to the deferred tax asset would be charged to income in the period such determination was made.

      The following table sets forth Romacorp's historical consolidated revenues for fiscal 2003, 2002 and 2001:

      The following table sets forth certain consolidated historical financial data for Romacorp expressed as a percentage of restaurant sales for fiscal 2003, 2002 and 2001:

___________________________

      The following table sets forth Romacorp's system-wide number of restaurants and restaurant sales for fiscal 2003, 2002 and 2001:

      Restaurant sales.   Restaurant sales for the 53 weeks ended March 30, 2003 decreased $10.3 million, or 8.7%, to $107.6 million from $117.9 million for the 52 weeks ended March 24, 2002. This decrease was due primarily to a decrease in sales at restaurants opened for more than 18 months of 5.1% and sales lost of $6.7 million due to the full year or partial year effect of five restaurant closures in fiscal 2002 and one closure during fiscal 2003 partially offset by sales of $2.1 million during the extra week in fiscal 2003.

      Franchise fees and royalties.   Franchise fees and royalties for fiscal 2003 decreased $77,000 to $11.7 million due primarily to a decrease in franchise fees of $292,000 partially offset by an increase in royalty income of $215,000. The increase in royalty income is due primarily to franchisee sales generated during the extra week of fiscal 2003 as the royalty increase associated with the net increase of 6 franchised restaurants was offset by a 3.5% sales decrease at comparable franchised restaurants.

      Cost of sales.   Cost of sales decreased to 32.1% of restaurant sales in fiscal 2003 compared with 33.1% in fiscal 2002 due primarily to lower rib prices in fiscal 2003.

      Direct labor.   Direct labor costs, which include restaurant employees' salaries, wages, benefits, bonuses and related taxes, increased to 34.2% of restaurant sales in fiscal 2003 compared with 33.2% in fiscal 2002 due to increased costs for management wages and group insurance expense.

      Other.   Other operating expenses increased to 29.5% of restaurant sales in fiscal 2003 compared with 28.8% in fiscal 2002 due primarily to increases in paper costs, advertising and repair and maintenance expenditures.

      General and administrative expenses.   General and administrative expenses increased $312,000 in fiscal 2003 due primarily to an increase of $303,000 in the Company's expense associated with reserving for uncollectable royalties. The effect of a number of successful corporate overhead cost reduction initiatives were offset by increases in the number of field supervisory staff and the expenses associated with the exchange offer that was announced on May 14, 2002 and expired on June 18, 2002, pursuant to which the Company unsuccessfully solicited consent for the exchange of new 12% Senior Secured Notes for up to all of the Senior Notes of the Company.

      Impairment of long-lived assets.   Impairment charges of approximately $5.3 million were recognized in fiscal 2003. Of this amount, $2.3 million was related to twelve under-performing Company-operated restaurants and the further impairment of a property closed during a prior year. The remaining impairment of $3.0 million was related to the 11 properties that were classified as held for sale and written down to their estimated fair market value. See Note 6 of the Notes to Consolidated Financial Statements.

      Interest expense.   Interest expense decreased $180,000 to $8.2 million in fiscal 2003 compared with $8.4 million in fiscal 2002.  The decrease is due primarily to lower interest rates and a reduction in the weighted-average balance outstanding under the revolving credit facilities. See Note 10 of the Notes to Consolidated Financial Statements.

      Gain on early retirement of debt.  During the fourth quarter of fiscal 2003, the Company repurchased Senior Notes with a face value of $2.0 million at a discount resulting in a gain of $788,000.

      Miscellaneous.   Miscellaneous income increased $217,000 to $562,000 in fiscal 2003 compared with $345,000 in fiscal 2002 due primarily to an increase in the net gain on asset dispositions of $182,000 during fiscal 2003.

      Tax provision.   Romacorp's tax expense for fiscal 2003 of $7.2 million consisted primarily of deferred tax expense of $6.8 million due to a valuation allowance recorded for 100 percent of the Company's deferred tax assets. The Company had also recorded a valuation allowance in fiscal 2002 in recognition that all deferred tax assets might not be realizable resulting in an effective tax rate of 24.6% in that year. See Note 8 of the Notes to Consolidated Financial Statements for a further discussion of the effective tax rate.

      Restaurant sales.  Restaurant sales for the 52 weeks ended March 24, 2002 decreased $7.1 million, or 5.7%, to $117.9 million from $125.0 million for the 52 weeks ended March 25, 2001. This decrease was due primarily to a decrease in sales at restaurants opened for more than 18 months of 5.7% and sales lost of $2.9 million due to the full year or partial year effect of three restaurant closures, offset by incremental sales of $4.6 million generated by four restaurants that opened during fiscal 2001 and the partial year effect of assuming full ownership of one restaurant that was previously accounted for as a joint venture.

      Franchise fees and royalties.  Franchise fees and royalties for fiscal 2002 increased $356,000 to $11.8 million due primarily to an increase in royalty income resulting from a net increase of 17 franchised restaurants during the year offset by a 5.6% sales decrease at comparable franchised restaurants.

      Cost of sales.   Cost of sales decreased to 33.1% of restaurant sales in fiscal 2002 compared with 33.8% in fiscal 2001 due primarily to a price increase of approximately 2.0% at the beginning of fiscal 2002. During the first half of fiscal 2002, Romacorp continued to experience higher rib and beef costs that resulted from the outbreak of the Mad Cow and Foot and Mouth diseases in Europe in fiscal 2001 that resulted in import restrictions in the United States.

      Direct labor.   Direct labor costs, which include restaurant employees' salaries, wages, benefits, bonuses and related taxes, increased to 33.2% of restaurant sales in fiscal 2002 compared with 32.2% in fiscal 2001 due to increased costs for hourly employee wages, group insurance expense and workers' compensation expense. The increase in hourly wages was due in part to the trial of a lunch strategy that guaranteed a meal in 15 minutes or the meal was free.

      Other.   Other operating expenses increased to 28.8% of restaurant sales in fiscal 2002 compared with 27.5% in fiscal 2001 due primarily to increases in rent expenses and utility costs. The increase in rent expense was primarily due to the full year effect of fiscal 2001 property activity including four new restaurants that opened as leased properties, the completion of two sale leaseback transactions and the conversion of a joint venture property to Company-operated as a leased restaurant.

      General and administrative expenses.  General and administrative expenses decreased $2.6 million in fiscal 2002 due to reductions in the number of field supervisory staff, lower pre-opening expenses and lower amortization expense. The decrease in pre-opening expense occurred as Romacorp opened no new restaurants in fiscal 2002 compared with four new restaurants that opened in fiscal 2001. Effective March 26, 2001, Romacorp adopted the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," which provides that goodwill should not be amortized, but shall be tested for impairment annually. Romacorp did not record a charge related to the impairment test that is required with the adoption of this new standard. The adoption of SFAS No. 142 resulted in a decrease in amortization expense of $734,000 as compared with the prior year.

      Impairment of long-lived assets.  Impairment charges of approximately $4.8 million were recognized in fiscal 2002 related to five Company-operated restaurants which were closed and an additional four under-performing Company-operated restaurants. The amount also includes the further impairment of approximately $263,000 related to a restaurant closed during a prior year. See Note 6 of the Notes to Consolidated Financial Statements.

      Other loss provisions. Romacorp recorded loss provisions related to the estimated continued occupancy costs of the five restaurants that were closed during fiscal 2002 of approximately $1.7 million and recorded a reduction of the closed store reserve of approximately $390,000 related to a reserve established in a prior year that was no longer required. See Note 6 of the Notes to Consolidated Financial Statements.

      Interest expense.  Interest expense decreased $706,000 to $8.4 million in fiscal 2002 compared with $9.1 million in fiscal 2001. The decrease is due to a reduction in the balance outstanding under the prior revolving credit facility and the impact of lower interest rates. See Note 10 of the Notes to Consolidated Financial Statements.

      Miscellaneous.   Miscellaneous income increased $214,000 to $345,000 in fiscal 2002 compared with $131,000 in fiscal 2001 due to the net gain on asset dispositions of $137,000 during fiscal 2002 and the reduction in costs associated with the joint venture activities that were terminated during fiscal 2001.

      Tax provision.   Romacorp's income tax benefit for fiscal 2002 and fiscal 2001 resulted in effective tax rates of 24.6% and 35.1%, respectively. See Note 8 of the Notes to Consolidated Financial Statements for a further discussion of the effective tax rate.

      Romacorp has a working capital surplus of $1.9 million as the Company has maximized its borrowing capacity under the Revolving Credit Facility and has cash and cash equivalents on hand of $6.8 million as of March 30, 2003. The working capital surplus also includes property held for sale of $4.7 million. The working capital surplus of $1.9 million compares with a working capital deficit of $4.6 million as of March 24, 2002, due primarily to the increase in cash and cash equivalents and property held for sale.

      As of March 30, 2003, Romacorp's long-term debt consisted of a note payable under the Revolving Credit Facility, which is secured by substantially all of the assets of Romacorp. On December 31, 2002, Romacorp executed a loan agreement and promissory note with GE Capital Franchise Finance creating the Revolving Credit Facility to replace a prior facility.

      The Revolving Credit Facility provides for borrowings in an aggregate principal amount up to $25.0 million and includes annual reductions in the maximum borrowing capacity ranging from $1.75 million in the first year up to $3.25 million in later years. To the extent Romacorp has not utilized $5 million of the borrowing capacity to repurchase Senior Notes by December 31, 2003, the maximum borrowing capacity of the Revolving Credit Facility will be reduced on that date by the difference between $5 million and the amount borrowed pursuant to the Revolving Credit Facility to repurchase Senior Notes. The maximum borrowing capacity is also limited by funded debt covenants that require Romacorp to maintain a Funded Debt to Adjusted EBITDA ratio of 3.5:1.0 excluding the Senior Notes and 7.5:1.0 including the Senior Notes.

      The Revolving Credit Facility will expire in December 2012 and bears interest at the one-month LIBOR plus 4.5%. The interest rate is subject to maintaining certain financial covenants and is paid monthly. Romacorp was in compliance with all restrictive covenants at March 30, 2003.

      During fiscal 2001 and fiscal 2000, Romacorp completed $3.7 million and $5.9 of sale-leaseback transactions, respectively. The transactions during fiscal 2001 and fiscal 2000 resulted in deferred gains of $193,000 and $717,000, respectively. These deferred gains are being recognized over the 15-year initial term of the new leases. Romacorp does not anticipate the execution of any additional sale-leaseback transactions in the near future.

      Net cash provided by operating activities was $1.2 million in fiscal 2003, a decrease from $2.2 million in fiscal 2002 due primarily to an increase in the net loss and a decrease in accounts payable partially offset by a reduction of ribs held in storage and an increase in other accrued liabilities. Net cash provided by operating activities was $2.2 million in fiscal 2002, a decrease from $3.6 million in fiscal 2001 due to an increase in the net loss, the increase in ribs held in storage as inventory for future use and a reduction in accrued liabilities, primarily related to reductions in insurance reserves.

      Romacorp's investing activities provided $195,000 during fiscal 2003. Proceeds from the sale of assets of $2.5 million in fiscal 2003 were used to fund capital expenditures of $2.3 million. Romacorp utilized $710,000 to fund investing activities during fiscal 2002. Capital expenditures were $1.9 million during fiscal 2002 and were funded through cash flow from operations and $1.2 million of net proceeds from the sale of assets. Romacorp utilized $1.5 million to fund investing activities during fiscal 2001. Capital expenditures were $6.7 million during fiscal 2001 and were funded primarily through cash flow from operations and $5.2 million of net proceeds from the sale of assets. Romacorp opened four new restaurants during fiscal 2001. Approximately $5.3 million of the capital expenditures were for the construction of new restaurants.

      Romacorp believes cash flow generated from operations and working capital are principal indicators of its liquidity condition. Romacorp's principal sources of liquidity on both a long-term and short-term basis are cash flow generated from operations and the Revolving Credit Facility.

      Romacorp's ability to generate cash flow from operations sufficient to make scheduled payments on its debt as they become due will depend on Romacorp's future performance and ability to successfully implement its business and growth strategies. Romacorp's performance will be affected by prevailing economic conditions and financial, business and other factors. Many of these factors are beyond Romacorp's control. If Romacorp's future cash flows and capital resources are insufficient to meet Romacorp's debt and commitments, Romacorp may be forced to reduce or delay activities and capital expenditures or restructure or refinance Romacorp's debt. In the event that Romacorp is unable to do so, Romacorp may be left without sufficient liquidity and may not be able to meet its debt service requirements. In such case, an event of default would occur under the Revolving Credit Facility and could result in all of our indebtedness becomin g immediately due and payable.

      The Company's Senior Notes mature on July 1, 2006. If no additional Senior Notes are purchased on the open market, the current outstanding balance of $55.0 million will become due at that time. The Company believes the opportunity to refinance the current obligation with similar publicly traded unsecured debt instruments is remote. Therefore, the Company has engaged Houlihan Lokey Howard & Zukin to assess the potential for refinancing the debt and to provide other restructuring alternatives.

      Romacorp is obligated under future commitments as part of its normal business operations. The future commitments are for long-term debt, operating lease payments and product purchases, summarized as follows:

      Baby-back ribs represent approximately 25% of Romacorp's cost of sales. Because ribs are a by-product of pork processing, their price is influenced largely by the demand for boneless pork. Historically, the cost of baby-back ribs has been volatile. Significant changes in the prices of ribs could significantly increase Romacorp's cost of sales and adversely effect the business, results of operations and financial condition of the Company. Romacorp has historically maintained an inventory of ribs in storage to minimize the risk of these price fluctuations and potential shortages. The Company realized a significant increase in the price of ribs during fiscal 2001. This increase was due in part to increased demand for baby-back ribs by our competitors and by the retail sector.  In addition, during fiscal 2001, import restrictions of Danish and other European pork products were imposed due to concerns re garding Foot and Mouth Disease that was detected in Europe. Although Romacorp utilizes only North American products, certain of our competitors normally import the majority of their baby-back ribs from Denmark. The inability of our competitors to secure product from Denmark applied further upward pressure to the baby-back rib market that continued into fiscal 2002. The ban on European pork products was lifted by the United States Government in May 2001 and rib prices normalized. Romacorp's relationships with its rib suppliers are strong and the risk of not being able to obtain adequate supplies of ribs is believed to be minimal.

      Inflationary factors such as increases in food and labor costs directly affect the Company's operations. Because many of the Company's restaurant employees are paid on an hourly basis, changes in rates related to federal and state minimum wage and tip credit laws will effect the Company's labor costs. The Company cannot always effect immediate price increases to offset higher costs and no assurance can be given that the Company will be able to do so in the future.

      The statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other statements that are not historical facts contained in this Annual Report are forward-looking statements that involve estimates, risks and uncertainties, including but not limited to: consumer demand and market acceptance risk; the level of and the effectiveness of marketing campaigns by the Company; training and retention of skilled management and other restaurant personnel; the Company's ability to locate and secure acceptable restaurant sites; the effect of economic conditions, including interest rate fluctuations; the impact of competing restaurants and concepts; new product introductions, product mix and pricing; the cost of commodities and other food products; labor shortages and costs and other risks detailed in this Annual Report.

      In January 2003, the FASB issued Interpretation No. 46 "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company does not expect FIN 46 to have a material impact on the Company's financial position or results of operations.

      In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and Disclosure, an amendment of FASB Statement No. 123." The provisions of this statement were effective for interim and annual financial statements for fiscal years ending after December 15, 2002. SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition to SFAS No. 123's fair value method of accounting for stock-based employee compensation. Also, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company does not expect SFAS No. 148 to have a material impact on the Company's financial position or results of operations.

      In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").  FIN 45 addresses the disclosure required by a guarantor in its financial statements about its obligations under guarantees. It also clarifies the requirements related to the recognition of a liability by a guarantor at the inception of a guarantee for the obligations the guarantor has undertaken in issuing that guarantee. Certain of the disclosure requirements of FIN 45 were effective after December 15, 2002 and the provisions for the initial recognition and measurement of a liability associated with a guarantee is effective beginning after December 31, 2002, prospectively. FIN 45 will effect the Company to the extent it provides any guarantees for its franchisees in the future.

      SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", was issued in June 2002. SFAS No. 146 replaces current accounting literature and requires the recognition of costs associated with exit or disposal activities when they are incurred rather than at the date of commitment to an exit or disposal plan. The provisions of the Statement are effective for exit or disposal activities that are initiated after December 31, 2002. This new standard will effect the timing of when the Company recognizes the cost for restaurant closings. At the present time, the Company cannot determine the impact that the adoption of this statement will have on subsequent consolidated financial statements.

      In April 2002, the FASB issued SFAS No.145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". SFAS No. 145 rescinds SFAS No. 4 and 64, which required gains and losses from extinguishment of debt to be classified as extraordinary items. The provisions of SFAS No. 145 are effective for fiscal years beginning after May 15, 2002 and earlier adoption was encouraged. Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented shall be reclassified. The Company reflected the adoption of SFAS No. 145 in its consolidated financial statements for the year ending March, 30, 2003. Accordingly, the $1,868,000 gain from the early extinguishment of debt for the year ending March 25, 2001 has been reclassified and included in other income (expense).

      Romacorp is exposed to market risk from changes in interest rates on debt and changes in commodity prices, particularly baby-back rib prices.

      Romacorp's exposure to interest rate risk relates to the Revolving Credit Facility that is benchmarked to United States and European short-term interest rates. Romacorp does not use derivative financial instruments to manage overall borrowing costs or reduce exposure to adverse fluctuations in interest rates. The impact on Romacorp's results of operations of a one point interest rate change on the outstanding balance of the variable rate debt as of March 30, 2003 would be immaterial.

      Baby-back ribs represent approximately 25% of Romacorp's cost of sales. Because ribs are a by-product of pork processing, their price is influenced largely by the demand for boneless pork. Historically, the cost of baby-back ribs has been volatile. Significant changes in the prices of ribs could significantly increase Romacorp's cost of sales and adversely affect the business, results of operations and financial condition of the Company. Romacorp actively manages its rib costs through supply commitments in advance of a specific need. However, the arrangements are terminable at will at the option of either party without prior notice. Therefore, there can be no assurance that any of the supply commitments will not be terminated in the future. As a result, Romacorp is subject to the risk of substantial and sudden price increases, shortages or interruptions in supply of such items, which could have a material adverse effect on th e business, financial condition and results of operations of Romacorp.

     Romacorp purchases certain other commodities used in food preparation. These commodities are generally purchased based upon market prices established with vendors. These purchase arrangements may contain contractual features that limit the price paid by establishing certain price floors or caps. Romacorp does not use financial instruments to hedge commodity prices because these purchase arrangements help control the ultimate cost paid and any commodity price aberrations are generally short term in nature.

      This market risk discussion contains forward-looking statements. Actual results may differ materially from this discussion based upon general market conditions and changes in domestic and global financial markets.

      The consolidated financial statements are included under Item 15 of this Annual Report.

      Romacorp had no disagreements on accounting or financial matters with its independent accountants to report under this Item 9.

      The following table sets forth the names and ages of the directors and executive officers of Romacorp. Executive officers serve at the pleasure of the Board of Directors.

      Eric D. Bommer serves as a director of Romacorp and Holdings. Mr. Bommer joined Sentinel in March 1997 and serves as a Partner of the firm. Prior to joining Sentinel, he was an associate at Gefinor Acquisition Partners, L.P., a private equity investment partnership, from June 1995 to March 1997. From 1993 to 1995, he worked in the Investment Banking Division of CS First Boston. From 1992 to 1993, Mr. Bommer worked at LaSalle Partners. Mr. Bommer serves on the boards of various private companies.

      Philip Friedman serves as a director of Romacorp and Holdings. Mr. Friedman is President of McAlister's Corporation, operator and franchisor of the McAlister's Deli restaurant chain. From June 1996 to January 1998, Mr. Friedman was President of Panda Management Company, Inc., a developer and operator of 300 quick-service Chinese restaurants. In addition, from June 1986 to the present, Mr. Friedman has been president of P. Friedman and Associates, Inc., a restaurant consulting firm. Mr. Friedman also serves as a director of Eateries, Inc.

      John F. McCormack serves as a director of Romacorp and Holdings. Mr. McCormack co-founded Sentinel in 1995 and presently serves as Senior Partner. From 1990 to 1995, Mr. McCormack served as Vice President at First Century. From 1983 to 1990, Mr. McCormack was employed by Coopers & Lybrand, most recently as a Manager. Mr. McCormack serves on the boards of various private companies.

      David W. Head was appointed President and Chief Executive Officer on June 23, 2003 and serves as a director of Romacorp and Holdings. Mr. Head served as President and Chief Executive Officer of Shells Seafood, Inc. from April 2001 to June 2003. From December 1998 to April 2001, Mr. Head was President, Chief Operating Officer and Member of LeCarnassier LLC, D/B/A Red Robin Gourmet Burgers and Spirits; from August 1998 to April 1999, Mr. Head was President and Chief Operating Officer of Red River Bar and Grill; from November 1997 to July 1998, Mr. Head was President, Chief Executive Officer and Director of Houlihan's Restaurant Group.

      Frank H. Steed was appointed President of Roma Franchise Corporation and Roma Systems, Inc. in October 2000. He served as President and Chief Executive Officer of Romacorp from October 2000 to June 2003. Mr. Steed has served as a director of Romacorp and Holdings since October 2000. Mr. Steed served as Senior Vice President of Franchise Development for Metromedia Restaurant Group (MRG®) ("MRG") from November 1994 to October 2000. Mr. Steed joined MRG as President of Bonanza Steakhouse in March 1993 and held other senior management positions with MRG including Vice Chairman of Metromedia Family Steakhouses, a division of MRG. From June 1970 to March 1993, Mr. Steed held various top management positions with Carlson Companies, Inc., serving as Executive Vice President of Operations and Franchise Development for T.G.I. Friday's and President and Chief Executive Officer of Country Hospitality Corporation.

      Marc A. Buehler was appointed Vice President of Marketing on July 15, 2002. From March 1999 until July 2002, Mr. Buehler was Vice President of Marketing for Eateries, Inc where he led all strategic marketing efforts of the company's three concepts, Garfield's Restaurant and Pub, Garcia's of Scottsdale and Pepperoni Grill. From 1996 to 1999, Mr. Buehler was a Franchise Marketing Manager for Applebee's International. From 1992 to 1996, Mr. Buehler was employed by ESPN as an account executive.

      Kenneth Myres has been Vice President, Franchise Development for Romacorp since May 21, 2001. From February 2000 until May 2001, Mr. Myres was Vice President of Franchise Operations & Development for Fired Up, Inc. in Austin, TX. From 1984 until February 2000, Mr. Myres held various executive franchise positions with MRG from April 1985 to April 1997; Wall Street Deli from April 1997 to September 1998; Pizza World Supreme from September 1998 to July 1999; and Blockbuster Entertainment, Inc. from July 1999 to February 2000.

      Richard A. Peabody has been Vice President, Finance and Chief Financial Officer since January 2000 and served as Acting President from June 2000 to October 2000. Mr. Peabody served as Senior Vice President and Chief Financial Officer of Checkers Drive-in Restaurants, Inc. ("Checkers") and Rally's Hamburgers, Inc. from April 1999 to December 1999 and as Vice President and Chief Financial Officer of Checkers from January 1998 to April 1999. From December 1996 to December 1997, Mr. Peabody was Chief Administrative Officer of Taco Bueno Restaurants, Inc. For more than eight years prior to his employment with Taco Bueno Restaurants, Inc., Mr. Peabody held various positions with Black-eyed Pea Management Corp.

      David G. Short has been Vice President-Legal, General Counsel and Secretary since September 1990. From 1986 to 1990, Mr. Short was Vice President, Legal and General Counsel of T.G.I. Friday's, Inc. Mr. Short also served as Vice President of NPC and certain of its affiliates until the Recapitalization.

      The following summarizes, for each of the three fiscal years ended March 30, 2003, March 24, 2002, and March 25, 2001, the compensation awarded to, earned by, or paid to each of the persons who qualified as a "named executive officer" under item 402(b) of Regulation S-K.

_______________

      In October 2000, the Company entered into an employment agreement with Mr. Steed. The agreement provides for: (1) a five year employment term with an initial base compensation of $300,000 per year and a bonus based upon achievement of Company performance objectives, of up to 50% of base compensation; (2) a bonus of $100,000 to be paid upon the one year anniversary of employment; (3) severance benefits and noncompetition, nonsolicitation and confidentiality agreements in certain situations; (4) the grant of certain stock options in Holdings; and (5) other terms and conditions of Mr. Steed's employment.

      In January 2000, the Company entered into a letter of agreement with Richard A. Peabody that provides he is entitled to a severance payment of up to 12 months of his base salary in the event his position is eliminated due to a change of control of the Company. The payments will cease at such time as Mr. Peabody obtains employment elsewhere with a comparable salary and responsibilities to his current position.

      The following tables set forth information regarding options of Holdings granted to the named executive officers during fiscal 2003.

_________________

      Set forth below is information with respect to options exercised by the named executive officers during fiscal 2003 and the number and value of unexercised stock options held by such named executive officers at the end of the fiscal year.

_________________________

(1)   The common stock of Holdings is not traded on a public market. This value of unexercised options is based on
        internal estimates.

      Romacorp reimburses directors for out-of-pocket expenses incurred by them in connection with services provided in such capacity. Mr. Friedman receives a quarterly payment of $3,500. In addition, on May 12, 1999, Mr. Friedman was awarded a stock option grant to purchase .88 shares of Holdings common stock at $12,500 per share, which option vests 25% a year over four years.

      No member of the Compensation Committee is or has been an officer or employee of Romacorp or any of its subsidiaries or had any relationship requiring disclosure pursuant to Item 404 of Regulation S-K. In fiscal 2003, no executive officer of Romacorp served as a director of another entity, one of whose executive officers served on the Compensation Committee or on Romacorp's Board of Directors. Romacorp's Board of Directors, including members of the Compensation Committee, also comprise the Board of Directors for Holdings, which owns 100% of the outstanding common stock of Romacorp.

      Romacorp reimbursed Sentinel for all out-of-pocket expenses incurred in connection with the Recapitalization. In addition, pursuant to a management agreement, Sentinel may receive a management fee equal to $500,000 per year, and is reimbursed for certain out-of-pocket expenses incurred in connection with Sentinel's services provided to Romacorp.

      The Compensation Committee, comprised of the undersigned non-employee director of Romacorp, has the responsibility for determining compensation plans for all executive officers. Any recommendations are submitted to the full Board of Directors for approval.

      The Compensation Committee has adopted a policy that Romacorp's executive compensation plan should have three principal components:

                   -     reward sustained performance;
                   -     balance short-term and long-term focus;
                   -     attract and retain qualified management;
                   -     build executive equity ownership;
                   -     align executive and ownership interest; and
                   -     minimize adverse financial statement impact of awards.

      To these ends, the Compensation Committee determined that stock option awards to purchase common stock of Holdings are effective in accomplishing the desired objectives.

      Effective October 23, 2000, Frank H. Steed became the President and Chief Executive Officer of Romacorp. In addition, Mr. Steed was elected as a Director of Romacorp in October 2000. Mr. Steed is able to participate in the same executive compensation plans available to Romacorp's other senior executives. Pursuant to the terms of his employment agreement, Mr. Steed's salary is $300,000 per year.  This salary was voluntarily reduced to $278,000 by Mr. Steed on July 1, 2002. Mr. Steed also received a bonus of $100,000 upon completing one year of employment with Romacorp. In determining Mr. Steed's compensation, the Compensation Committee applied the policies described above and considered other factors as well, such as Mr. Steed's previous work experience and position of responsibility and authority. The Compensation Committee also determined to grant Mr. Steed options to purchase 23.53 shares of common stock of Holdings. I n June 2003, Mr. David W. Head was appointed President and Chief Executive Officer of Romacorp, with Mr. Steed remaining a Director of Romacorp and the President of Roma Franchise Corporation and Roma Systems, Inc.

      The executive short-term bonus plan for fiscal 2003 was based upon an Adjusted EBITDA target which, when met, would pay a pre-determined bonus to each executive officer. This target was not achieved and no bonuses were paid pursuant to the short-term bonus plan in fiscal 2003.

      The Compensation Committee also recommends awards under Holdings non-qualified stock option plan. During fiscal 2003, stock option grants totaling 3.3 shares were made to one named executive officer. During the year, options to purchase 3.3 shares lapsed. Each of these grants reflect an exercise price of $12,500 per share, which was determined to be the fair market value at the date of original reservation of shares as required by the stock option plan.

      Federal income tax legislation has limited the deductibility of certain compensation paid to the Chief Executive Officer and covered employees to the extent the compensation exceeds $1.0 million. Performance-based compensation and certain other compensation, as defined, is not subject to the deduction limitation of this regulation. It is not currently anticipated that any covered employee would earn annual compensation in excess of the $1.0 million limit under existing or proposed compensation plans. Romacorp continually reviews its compensation plans to minimize or avoid potential adverse effects of this legislation. The Compensation Committee will consider recommending such steps as may be required to qualify annual and long-term incentive compensation for deductibility if that appears appropriate at some time in the future.

                                                               Member of the Compensation and Benefits Committee
                                                               David S. Lobel, Chairman

      The following table sets forth certain information as to the number of shares of common stock of Romacorp beneficially owned by the sole shareholder.

___________________

      In June 1998, Romacorp entered into the Transition Services Agreement whereby NPC continued to provide administrative services to Romacorp. Services provided included accounting services, payroll services and use of NPC's proprietary restaurant technology system software (the "POS System"). As part of the Transition Services Agreement, Romacorp was granted a perpetual license to use the POS System. Effective June 24, 2002, Romacorp amended the contract whereby services will continue through March 2004. Either Romacorp or NPC may terminate the Transition Services Agreement upon one year's prior written notice. Pursuant to the Transition Services Agreement, Romacorp paid NPC $889,000, $910,000, and $870,000 during the fiscal years ended March 30, 2003, March 24, 2002 and March 25, 2001, respectively.

      Romacorp reimbursed Sentinel for all out-of-pocket expenses incurred in connection with the Recapitalization. In addition, pursuant to a management agreement, Sentinel may receive a management fee equal to $500,000 per year and will be reimbursed for certain out-of-pocket expenses. The Company paid Sentinel $482,000, $513,000, and $472,000 during the fiscal years ended March 30, 2003, March 24, 2002 and March 25, 2001, respectively.

      Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934, such as this Form 10-K is reported in accordance with the Securities and Exchange Commission's rules. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.

      Within the 90 days prior to the date of this report, the Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be in the Company's periodic SEC filings. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

      Certifications of the Chief Executive Officer and Chief Financial Officer regarding, among other items, disclosure controls and procedures are included immediately after the signature section of this Form 10-K.

      The following documents are filed as part of this report:

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the undersigned Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, the State of Texas, on June 30, 2003.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

I, David W. Head, certify that:

I, Richard A. Peabody, certify that: