As filed with the United States Securities and Exchange Commission on July 29, 2003.

Registration No. 333-103232

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            Pursuant to Item 512(a)(3) of Regulation S-K, and in accordance with the undertakings contained in Part II of this Registration Statement, the Registrant hereby files this Post-Effective Amendment No. 1 to remove from registration all of the securities registered under this Registration Statement that remain unissued as of the date hereof. This Registration Statement registered 250,000 shares of common stock, no par value, of Piccadilly Cafeterias, Inc. under the Piccadilly Cafeterias, Inc. Directors Stock Plan (the "Plan"). The Plan was terminated by the Company's Board of Directors on June 23, 2003. As of the date hereof, 29,414 shares of Piccadilly common stock have been issued under the Plan. The Registrant hereby removes from registration 220,586 shares of common stock registered pursuant to this Registration Statement.

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            Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Post-Effective Amendment to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003.

               Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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