CUCOS INC
SC 14D9, EX-2, 2000-07-24
EATING PLACES
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EXHIBIT (a)(3)

                   (Letterhead of Cucos Inc.)



June 8, 2000



Dear Fellow Shareholders:

     This letter accompanies tender offer materials by
Jacksonville Restaurant Acquisition Company.  The Board of
Directors of Cucos has reviewed the terms of the tender offer,
and the Board has unanimously determined that the price of the
offer is fair to our shareholders, from a financial point of
view.  In making this decision, the Board relied upon various
factors, including the fairness opinion of Chaffe & Associates
that is attached to this letter.

     Some board members intend to tender their shares, and other
do not.  The Board has determined unanimously that all
shareholders should have the opportunity to take advantage of the
tender offer.  Please carefully review the tender offer materials
in making your decision whether to tender your shares.
Shareholders needing assistance in responding to the tender offer
promptly should feel free to call Jim Osborn at (504) 835-0306
with any questions you may have.

                             Yours truly,



                             /s/Frank J. Ferrara, Jr.
                                Chairman of the Board



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