-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Iaj6pKvH8SDQzXltYgxWFU1VxC7p+wxRY/P4p6r3ifdwn9tQXsdII9OZsDV+vz3q
 BGrANx+oyG2CFmCZmKCjfw==

<SEC-DOCUMENT>0001015402-01-501096.txt : 20010515
<SEC-HEADER>0001015402-01-501096.hdr.sgml : 20010515
ACCESSION NUMBER:		0001015402-01-501096
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010611
FILED AS OF DATE:		20010514

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RICKS CABARET INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000935419
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING & DRINKING PLACES [5810]
		IRS NUMBER:				760037324
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	001-13992
		FILM NUMBER:		1632388

	BUSINESS ADDRESS:	
		STREET 1:		505 NORTH BELT SUITE 630
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77060
		BUSINESS PHONE:		2818201181

	MAIL ADDRESS:	
		STREET 1:		505 NORTH BELT SUITE 630
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77060
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

Filed  by  the  registrant          |X|

Filed  by  a  party  other  than  the  registrant  | |

Check  the  appropriate  box:

| |     Preliminary  proxy  statement.             | |   Confidential for use of
                                                         the commission only (as
                                                         permitted  by
|X|     Definitive  proxy  statement.                    Rule 14a-6(e)(2)).

| |     Definitive  additional  materials.

| |     Soliciting  material  pursuant  to  Rule  14a-12.

                       Rick's Cabaret International, Inc.
                (Name of Registrant as Specified in Its Charter)

                                      ___
    (Name of Person(S) Filing Proxy Statement, if Other Than the Registrant)

Payment  of  filing  fee:  (check  the  appropriate  box):

|X|     No  fee  required.

| |     Fee computed on table below  per Exchange Act Rule 14a-6(i)(1) and 0-11.

(1)     Title  of  each  class  of  securities to which transaction applies: ___

(2)     Aggregate  number  of  securities  to  which  transaction  applies:  ___

(3)     Per  unit  price  or  other  underlying  value  of  transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated  and  state  how  it  was  determined):  ___

(4)     Proposed  maximum  aggregate  value  of  transaction:  ___


<PAGE>
(5)     Total  fee  paid:  ___

| |     Fee  paid  previously  with  preliminary  materials:  ___

| |     Check  box  if  any  part  of  the  fee  is  offset  as  provided  by
        Exchange  Act  Rule  0-1(a)(2)  and  identify the filing for which the
        offsetting  fee  was  paid previously, identify the previous filing by
        registration  statement  number,  or the form or schedule and the date
        its  filing.

(1)     Amount  Previously  Paid:  ___

(2)     Form,  Schedule  or  Registration  Statement  No.:  ___

(3)     Filing  Party:  ___

(4)     Date  Filed:  ___


                                        2
<PAGE>
                       RICK'S CABARET INTERNATIONAL, INC.
                                3113 BERING DRIVE
                              HOUSTON, TEXAS 77057

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 11, 2001

     The Annual Meeting of Stockholders (the "Annual Meeting") of Rick's Cabaret
International,  Inc. (the "Company") will be held at 3113 Bering Drive, Houston,
Texas  77057,  on  June  11,  2001  at 2:00 PM (CST) for the following purposes:

     (1)  To  elect  seven  (7)  directors.

     (2)  To  ratify  the  selection  of Jackson & Rhodes, P.C. as the Company's
          independent  auditor  for  the  fiscal year ending September 30, 2001.

     (3)  To act upon such other business as may properly come before the Annual
          Meeting.

     Only  holders  of  common stock of record at the close of business on April
26,  2001  will  be  entitled  to  vote at the Annual Meeting or any adjournment
thereof.

     You are cordially invited to attend the Annual Meeting.  Whether or not you
plan to attend the Annual Meeting, please sign, date and return your proxy to us
promptly.  Your  cooperation  in signing and returning the proxy will help avoid
further  solicitation  expense.

                                      BY  ORDER  OF  THE  BOARD  OF
                                      DIRECTORS

                                       /S/  ERIC  S.  LANGAN
                                       CHAIRMAN  OF  THE  BOARD  AND  PRESIDENT

MAY  11,  2001
HOUSTON,  TEXAS


<PAGE>
                       RICK'S CABARET INTERNATIONAL, INC.
                                3113 BERING DRIVE
                              HOUSTON, TEXAS 77057

                                 PROXY STATEMENT
                         ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 11, 2001

     This  proxy  statement  (the  "Proxy  Statement")  is  being  furnished  to
stockholders (the "Stockholders") in connection with the solicitation of proxies
by  the  Board  of  Directors  of  Rick's  Cabaret  International, Inc., a Texas
corporation  (the  "Company")  for  their use at the Annual Meeting (the "Annual
Meeting")  of  Stockholders  of  the  Company  to  be held at 3113 Bering Drive,
Houston, Texas 77057, on June 11, 2001 at 2:00 PM (CST), and at any adjournments
thereof, for the purpose of considering and voting upon the matters set forth in
the  accompanying Notice of Annual Meeting of Stockholders (the "Notice").  This
Proxy Statement and the accompanying form of proxy (the "Proxy") are first being
mailed  to  Stockholders  on  or about May 14, 2001. The cost of solicitation of
proxies  is  being  borne  by  the  Company.

     The  close  of business on April 26, 2001 has been fixed as the record date
for  the  determination of Stockholders entitled to notice of and to vote at the
Annual  Meeting  and  any  adjournment  thereof.  As  of record date, there were
4,595,495  shares  of the Company's common stock, par value $0.01 per share (the
"Common  Stock"),  issued and outstanding.  The presence, in person or by proxy,
of  a  majority  of the outstanding shares of Common Stock on the record date is
necessary  to  constitute a quorum at the Annual Meeting. Each share is entitled
to  one  vote  on all issues requiring a Stockholder vote at the Annual Meeting.
Each  nominee for Director named in Proposal Number 1 must receive a majority of
the  votes  cast in person or by proxy in order to be elected.  Stockholders may
not cumulate their votes for the election of Directors.  The affirmative vote of
a  majority  of  the  shares of Common Stock present or represented by proxy and
entitled  to  vote  at  the  Annual  Meeting is required for the ratification of
Number  2  set  forth  in  the  accompanying  Notice.

     All  shares  represented  by properly executed proxies, unless such proxies
previously  have been revoked, will be voted at the Annual Meeting in accordance
with  the  directions  on the proxies.  If no direction is indicated, the shares
will  be  voted  (I) FOR THE ELECTION OF THE NOMINEES NAMED HEREIN, AND (II) FOR
THE  RATIFICATION OF JACKSON & RHODES, P.C. AS THE COMPANY'S INDEPENDENT AUDITOR
FOR  THE  FISCAL  YEAR ENDING SEPTEMBER 30, 2001.  The Board of Directors is not
aware  of  any  other  matters to be presented for action at the Annual Meeting.
However,  if any other matter is properly presented at the Annual Meeting, it is
the  intention  of the persons named in the enclosed proxy to vote in accordance
with  their  best  judgment  on  such  matters.

     The  enclosed  Proxy,  even though executed and returned, may be revoked at
any  time  prior to the voting of the Proxy (a) by execution and submission of a
revised  proxy, (b) by written notice to the Secretary of the Company, or (c) by
voting  in  person  at  the  Annual  Meeting.


<PAGE>
       ___________________________________________________________________

              (1) TO ELECT SEVEN (7) DIRECTORS FOR THE ENSUING YEAR
       ___________________________________________________________________

NOMINEES  FOR  DIRECTORS

     The  persons named in the enclosed Proxy have been selected by the Board of
Directors  to  serve  as  proxies  (the  "Proxies")  and  will  vote  the shares
represented  by  valid  proxies  at  the  Annual  Meeting  of  Stockholders  and
adjournments  thereof.  They  have indicated that, unless otherwise specified in
the  Proxy,  they  intend to elect as Directors the nominees listed below.  Each
duly  elected  Director  will  hold  office  until his successor shall have been
elected  and  qualified.

     Unless  otherwise  instructed  or unless authority to vote is withheld, the
enclosed  Proxy  will  be  voted  for the election of the nominees listed below.
Although  the Board of Directors of the Company does not contemplate that any of
the  nominees  will  be unable to serve, if such a situation arises prior to the
Annual  Meeting,  the  persons  named  in  the  enclosed Proxy will vote for the
election  of such other person(s) as may be nominated by the Board of Directors.

     The  Board  of  Directors unanimously recommends a vote FOR the election of
each  of  the  nominees  listed  below.  All  of  the nominees are presently our
directors  except  Steven  L.  Jenkins,  who  is  a  nominee  for  Director.

     Eric  S.  Langan, age 33, has been a Director of the Company since 1998 and
the  President  of  the  Company since March 1999. Mr. Langan is also the acting
Chief  Financial  Officer  of  the  Company.  He  has been involved in the adult
entertainment  business  since 1989. Mr. Langan has also served as the President
and Director of Taurus Entertainment Companies, Inc. since November 1997. Taurus
is a public subsidiary of the Company. From January 1997 through the present, he
has  held  the  position  of  President  with  X.T.C.  Cabaret,  Inc., which was
subsequently  acquired  by  Taurus.  From  November 1992 until January 1997, Mr.
Langan  was  the  President of Bathing Beauties, Inc. Since 1989, Mr. Langan has
exercised managerial control over the grand openings and operations of more than
twelve  adult entertainment businesses. Through these activities, Mr. Langan has
acquired  the  knowledge  and  skills  necessary  to  successfully operate adult
entertainment  businesses.

     Robert  L.  Watters, age 50, has been a director of the Company since 1986.
Mr.  Watters  was president and chief executive officer of the Company from 1991
until  March 1999.  He was also a founder in 1989 and operator until 1993 of the
Colorado  Bar  &  Grill,  an adult cabaret located in Houston, Texas and in 1988
performed  site  selection,  negotiated  the  property  purchase and oversaw the
design and permitting for the cabaret that became the Cabaret Royale, in Dallas,
Texas.  Mr.  Watters  practiced  law  as  a  solicitor in London, England and is


                                        2
<PAGE>
qualified  to  practice  law  in  New  York  state.  Mr.  Watters  worked in the
international  tax  group  of  the  accounting  firm  of Touche, Ross & Co. (now
succeeded by Deloitte & Touche) from 1979 to 1983 and was engaged in the private
practice  of law in Houston, Texas from 1983 to 1986, when he became involved in
the  full-time management of the Company.  Mr. Watters graduated from the London
School  of Economics and Political Science, University of London, in 1973 with a
Bachelor  of Laws (Honours) degree and in 1975 with a Master of Laws degree from
Osgoode  Hall  Law  School,  York  University.

     Alan  Bergstrom,  age  55,  has  been a director of the Company since 1999.
Since  1997,  Mr.  Bergstrom  has  been  the  Chief  Operating  Officer of Eagle
Securities  which  is  an  investment  consulting firm.  Mr. Bergstrom is also a
registered  stock broker with Rhodes Securities, Inc.  From 1991 until 1997, Mr.
Bergstrom was a vice president--investments with Principal Financial Securities,
Inc.  Mr.  Bergstrom holds a B.B.A. Degree in Finance, 1967, from the University
of  Texas.

     Travis  Reese, age 31, has been a director of the Company since 1999 and is
the  Company's  Director of Technology.  From 1997 through 1999, Mr. Reese was a
senior  network administrator at St. Vincent's Hospital in Sante Fe, New Mexico.
During  1997,  Mr. Reese was a computer systems engineer with Deloitte & Touche.
From  1995  until  1997,  Mr. Reese was a vice-president with Digital Publishing
Resources,  Inc., an Internet Service Provider.  From 1994 until 1995, Mr. Reese
was  a  pilot  with Continental Airlines.  From 1992 until 1994, Mr. Reese was a
pilot  with  Hang  On,  Inc.,  an  airline company.  Mr. Reese has an Associates
Degree  in  Aeronautical  Science  from  Texas  State  Technical  College.

     Ron  Levi,  age  50,  has been a director and officer of National Telemedia
Corporation since 1991.  Since 1992, Mr. Levi has been a director and officer of
Voice  Media,  Inc.  Mr.  Levi was appointed to our board in connection with our
acquisition  of  certain  assets of Voice Media, Inc.  Voice Media, Inc. and the
National  Telemedia Corporation are global Internet media companies, focusing on
Internet  development  and  Electronic  commerce  applications  for  Web  based
entertainment  products,  including the development of proprietary technologies,
industry-defining  systems  and  marketing  processes.

     Paul  Lesser, age 41, has been a director and officer of National Telemedia
Corporation  since 1991.  Since 1992, Mr. Lesser has been a director and officer
of Voice Media, Inc.  Mr. Levi was appointed to our board in connection with our
acquisition  of  certain  assets of Voice Media, Inc.  Voice Media, Inc. and the
National  Telemedia Corporation are global Internet media companies, focusing on
Internet  development  and  Electronic  commerce  applications  for  Web  based
entertainment  products,  including the development of proprietary technologies,
industry-defining  systems  and  marketing  processes.

     Steven  L.  Jenkins,  age  44,  is  a nominee for Director. Since 1988, Mr.
Jenkins  has  been  a  certified  public  accountant  with  Pringle  Jenkins  &
Associates,  P.C.,  located  in Houston, Texas. Mr. Jenkins is the President and
owner of Pringle Jenkins & Associates, P.C.  Mr. Jenkins has a BBA Degree (1979)
from  Texas A&M University.  Mr. Jenkins is a member of the AICPA and the TSCPA.


                                        3
<PAGE>
OUR  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Our  Directors  are  elected annually and hold office until the next annual
meeting of our stockholders or until their successors are elected and qualified.
Officers  are  elected  annually  and  serve  at  the discretion of the Board of
Directors.  There  is  no  family  relationship  between  or  among  any  of our
directors  and  executive  officers.  Our  Board  of  Directors  consists of six
persons.

Name                Age  Position
- ------------------  ---  --------

Eric Langan          33  Director, CEO, President and Chief Financial Officer
Travis Reese         31  Director and V.P.-Director of Technology
Robert L.  Watters   50  Director
Alan Bergstrom       55  Director
Ron Levi             50  Director
Paul Lesser          41  Director
Steven L. Jenkins    44  Nominee for Director

OUR  OFFICERS

In  addition  to  being Directors, Eric S. Langan is also our CEO, President and
Chief  Financial  Officer,  and  Travis  Reese  is  also  our  VP--Director  of
Technology.

RELATED  TRANSACTIONS

     Our  Board  of  Directors  has  adopted  a  policy that our affairs will be
conducted  in all respects by standards applicable to publicly held corporations
and that we will not enter into any future transactions and/or loans between the
us  and our officers, directors and 5% shareholders unless the terms are no less
favorable  than  could  be  obtained from independent, third parties and will be
approved  by  a majority of our independent and disinterested directors.  In our
view,  all  of  the  transactions  described  below  meet  this  standard.

     In  August  1998,  we  acquired approximately 93% of the outstanding common
stock  of  Taurus  Entertainment  Companies,  Inc. ("Taurus") in a private stock
exchange  transaction  with  the certain principal stockholders of Taurus, among
whom  were  Eric  S.  Langan  and  Ralph  McElroy.  The Stock Exchange Agreement
provided  that  we  exchange  one  share  of our common stock for each three and
one-half  shares  of Taurus common stock owned by certain principal shareholders
of  Taurus.  As  a  result  of  the  Exchange, Mr. Langan received (expressed as
post-March  1999-reverse  split  shares) 201,073 shares of our common stock, and
Mr.  McElroy  received  196,695  shares  of  our  common  stock.  The  terms and
conditions  of  the  Exchange were determined by the parties through arms length
negotiations.

     In  a  transaction  simultaneous  to the acquisition of Taurus, we acquired
certain  real  estate  in  San Antonio, Texas from Mr. McElroy.  We acquired the
property  from  Mr.  McElroy  for  the  same price that Mr. McElroy paid for the
property.  We  financed  the  purchase  of the property by the issuance of a six
year  $366,000  Convertible Debenture, secured by the real estate acquired.  The
Convertible Debenture bears interest at the rate of 12% per annum, with interest


                                        4
<PAGE>
payable  monthly.  Interest  payments  began  in  September 1998.  The principal
balance  of  the  Convertible  Debenture  is due in one lump sum payment in July
2004.  The  Convertible  Debenture  is  subject  to redemption at our option, in
whole  or  in  part,  at  100%  of  the principal face amount of the Convertible
Debenture  redeemed plus any accrued and unpaid interest on the redemption date,
at  any  time and from time to time, upon not less than 30 nor more than 60 days
notice,  if the closing price of our common stock shall have equaled or exceeded
$8.50  per  share  of  common  stock for ten (10) consecutive trading days.  The
Convertible  Debenture  is  convertible  into shares of Common Stock at any time
prior to maturity (unless earlier redeemed) at the Conversion Price of $2.75 per
share.  In the event that we file a Registration Statement to register shares of
our  Common  Stock  with  the  Securities and Exchange Commission on Form S-3 or
other  similar  form (except for Form S-8 or Form S-4) than we will undertake to
use  our  best  efforts  to register for resale all of Mr. McElroy's shares into
which  the  Convertible  Debenture  may be converted under the same Registration
Statement.

     In  a  transaction  simultaneous  to  the  acquisition  of  Taurus,  Taurus
refinanced  a  mortgage  on one of its real estate holdings in Houston, Texas by
extinguishing  this  mortgage  and  replacing  it  with  a Convertible Debenture
secured  by  this  real  estate.  The  mortgagee was Mr. McElroy and Mr. McElroy
received  the Convertible Debenture.  Taurus had purchased the property from Mr.
McElroy  for  the  same  price  that  Mr.  McElroy  paid  for  the property.  We
refinanced the purchase of the property on terms more favorable to Taurus by the
issuance  of  a  six  year  $286,744  Convertible Debenture, secured by the real
estate  acquired.  We  are  a  guarantor  of  this  Convertible  Debenture.  The
Convertible Debenture bears interest at the rate of 12% per annum, with interest
payable  monthly.  Interest  payments  began  in  September 1998.  The principal
balance  of  the  Convertible  Debenture  is due in one lump sum payment in July
2004.  The  Convertible Debenture is convertible into shares of our common stock
at  any  time  prior to maturity at the Conversion Price of $2.75 per share.  In
the event that we file a Registration Statement to register shares of our Common
Stock  with  the Securities and Exchange Commission on Form S-3 or other similar
form  (except  for  Form S-8 or Form S-4) than we will undertake to use our best
efforts  to  register  for  resale  all  of  Mr. McElroy's shares into which the
Convertible  Debenture  may  be converted under the same Registration Statement.

     On  March  29,  1999,  Robert  L.  Watters,  our  Director,  purchased  RCI
Entertainment  Louisiana,  Inc.  ("RCI  Louisiana"),  our  subsidiary,  for  the
purchase  price  of $2,200,000 consisting of $1,057,327 in cash, the endorsement
over  to  us  of  a  $652,744  secured  promissory  note  (the "McElroy Note"),a
guaranteed  promissory  note  in the amount of $326,773 made by Mr. Watters (the
"Watters  Note"),  and  the  cancellation  by  Mr.  Watters  of  our  $163,156
indebtedness  to  him.  The  McElroy  Note,  which  is  due July 31, 2004, bears
interest  at the rate of twelve percent (12%) per annum with interest being paid
monthly.  The principal of the McElroy Note is due in one lump sum payment.  The
McElroy  Note  is  secured  by  (i)  our  convertible  debenture in the original
principal  amount  of $366,000, which we issued on August, 11, 1998, in favor of
Mr.  McElroy  (the "Convertible Debenture") and (ii) a promissory note of Taurus
Entertainment  Companies, Inc. (our subsidiary) and guaranteed by us(which has a
conversion  feature)  in  the  original  principal  amount of $286,744.61, dated
August  11,  1998, in favor of Mr. McElroy, (the "Convertible Promissory Note").
Both  the  Convertible Debenture and the Convertible Promissory Note are secured
by  certain real estate holdings of us or our subsidiaries.  The Watters Note is
guaranteed  by  RCI  Louisiana,  which operates a Rick's Cabaret in New Orleans,
Louisiana.  In  connection  with  the acquisition of the stock of RCI Louisiana,
Mr.  Watters  also  assumed  RCI  Louisiana's  liabilities  of  approximately
$1,400,000.  As  a  condition  of this transaction, Mr. Watters arranged for the


                                        5
<PAGE>
release  by  a  lender  of  our  liability of $763,199 owed to the lender by RCI
Louisiana,  which  we  had  guaranteed.  We  obtained  an  opinion from Chaffe &
Associates,  Inc.,  a  New  Orleans  investment  banking  firm, stating that the
purchase  price  paid by Mr. Watters for RCI Louisiana was fair from a financial
point  of  view  to  our  shareholders.  The  terms of this transaction were the
result  of  arms  length negotiations between us and Mr. Watters.  In connection
with  the sale of RCI Louisiana, Mr. Watters, and Erich Norton White, our former
director,  entered  into  agreements  with  us  to  terminate  their  Employment
Agreements  and to cancel all stock options on our common stock which they held.
Further,  in  connection  with  the  sale  of  RCI Louisiana, we entered into an
Exclusive  Licensing  Agreement  with  Mr. Watters which granted Mr. Watters the
right  to  the  use  of  the name "Rick's Cabaret" and all logos, trademarks and
service  marks  attendant  thereto  for use in the states of Louisiana, Florida,
Mississippi  and  Alabama.

     On  July  6,  2000,  we  acquired  the  adult  Internet  web  site
www.XXXPassword.com  from Voice Media, Inc., a corporation owned by Messrs. Levi
and  Lesser, who a re two of our directors.  This web site had gross revenues in
excess  of  $3,000,000 for the 11 months ended May 31, 2000.  Under the terms of
the  acquisition,  we  issued  700,000  restricted shares of our common stock to
Voice  Media,  of  which  250,000  shares  will  remain  in escrow until certain
earnings  benchmarks are achieved.  Voice Media will also be entitled to receive
a  cash  earn-out  amount  from  us  of  $380,000 during the next six years.  In
addition,  Voice Media could receive up to an additional cash earn out amount of
$925,000 if certain earnings benchmarks are achieved.  Voice Media would receive
the  entire  amount if the EBIDTA (earnings before interest, depreciation, taxes
and  amortization)  of XXXPassword during the next 12 months exceeds $1,200,000.
The  cash  earn-out portion of the purchase price is payable only from up to 50%
of the free cash flow from the web site, payable over six years.  As part of the
acquisition,  Voice  Media will continue to manage and market XXXPassword for us
at  a  flat  monthly  fee.  This  transaction  was  the  result  of  arm  length
negotiations  between  the  parties.  However,  no  appraisal  was  done.

     In  November  2000,  we  acquired  the  Chesapeake  Bay Cabaret, an upscale
gentlemen's  club  located  near  the  NASA  Space  Center and Hobby Airport, in
Houston,  Texas.  The  seller  and  landlord  is  WMF  Investments  Inc. William
Friedrichs  is  a  control  person  of WMF Investments, Inc. The transaction was
completed  after  all licenses and permits had been granted and issued to us. We
had been operating the club under an agreement signed in May 2000, which granted
us  the  right  to  manage the business until the completion of the acquisition.

     The  purchase  price for business of the Chesapeake Bay Cabaret was 160,000
restricted  shares  of Rick's common stock. We also entered into a 10-year lease
agreement  between  Rick's  and  WMF  Investments.  The  lease  grants Rick's an
additional 10-year option for the property and the building where the Chesapeake
Bay Cabaret is located.   The initial lease payment is $12,000 per month plus 4%
of  gross  revenues  exceeding  $125,000  per  month.

     In  the  event  that on August 6, 2001, the average closing price of Rick's
common  stock for the sixty (60) days prior to August 6, 2001 is less than $5.00
per  share  then  we  will  be obligated to pay an additional amount by making a
promissory  note  to  the  seller  in  an  amount  equal  to  the  lesser of (i)
$250,000.00  or  (ii)  $800,000.00  less the market value of the 160,000 shares.
Such  a  promissory  note  would  have an interest rate of 10% per annum and 108
monthly  payments.


                                        6
<PAGE>
     This  transaction  was  the  result  of arm length negotiations between the
parties.  However,  no  appraisal  was  done.

     Other  than as set forth above, we know of no other transactions that could
result  in  a  change  of  control  of  us.

INFORMATION  CONCERNING  THE  BOARD  OF  DIRECTORS  AND  ITS  COMMITTEES

     The  Company  has  no  compensation  committee and no nominating committee.
Decisions  concerning  executive  officer compensation for 2001 were made by the
full  Board of Directors. Eric S. Langan and Travis Reese are the only directors
of  the  Company  who  are  also  officers  of  the  Company.

     The  Company has an Audit Committee whose members are Robert L. Watters and
Alan  Bergstrom.  Mr.  Watters was our President until March 1999, and no longer
serves us as an employee. Mr. Bergstrom is an independent Director.  The primary
purpose  of  the Audit Committee is to oversee the Company's financial reporting
process  on  behalf  of  the  Board  of  Directors.  The  Audit  Committee meets
privately  with  our  Chief  Accounting  Officer and with our independent public
accountants  and evaluates the responses by the Chief Accounting Officer both to
the  facts  presented  and  to  the  judgments  made  by our outside independent
accountants.  Our  Audit  Committee  has  reviewed  and  discussed  our  audited
financial  statements for the year ended September 30, 2000 with our management.
Steven  L.  Jenkins,  a  nominee  for  Director,  will be appointed to our Audit
Committee  upon  his  election  as  a  Director.

     In  May  2000,  the  Board  adopted a Charter for the Audit Committee.  The
Charter  establishes  the independence of our Audit Committee and sets forth the
scope of the Audit Committee's duties.  The Purpose of the Audit Committee is to
conduct  continuing  oversight  of  our  financial affairs.  The Audit Committee
conducts  an  ongoing  review  of  our  financial  reports  and  other financial
information  prior  to  their  being  filed  with  the  Securities  and Exchange
Commission,  or  otherwise  provided  to  the  public.  The Audit Committee also
reviews  our  systems,  methods and procedures of internal controls in the areas
of:  financial  reporting,  audits,  treasury  operations,  corporate  finance,
managerial,  financial  and  SEC  accounting,  compliance  with law, and ethical
conduct.  A  majority of the members of the Audit Committee will be independent.
The  Audit  Committee  is  objective,  and  reviews and assesses the work of our
independent  accountants  and  our  internal  audit  department.

     The  Audit  Committee reviewed and discussed the matters required by SAS 61
and  our  audited  financial  statements for the fiscal year ended September 30,
2000  with  management  and  our  independent auditors.  The Audit Committee has
received the written disclosures and the letter from our independent accountants
required  by  Independence  Standards  Board  No. 1, and the Audit Committee has
discussed  with  the  independent  accountant  the  independent  accountant's
independence.  The  Audit  Committee  recommended to the Board of Directors that
the  Company's  audited  financial  statements for the fiscal year September 30,
2000  be  included in our Annual Report on Form 10-KSB for the fiscal year ended
September  30,  2000.


                                        7
<PAGE>
     The  Board  of  Directors  held  six  meetings during the fiscal year ended
September  30, 2000. The Audit Committee held one meeting during the fiscal year
ended  September  30,  2000.  Our  Directors  attended at least 75% of our Board
meetings.  Our  Audit  Committee  members  attended  at  least  75% of our Audit
Committee  meetings.

     There  is  no family relationship between or among any of the directors and
executive  officers  of  the  Company.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

     The  Company  believes  all persons so required, have complied with Section
16(a)  of  the  Securities  Exchange  Act  of  1934  during  fiscal  2000.

EXECUTIVE  COMPENSATION

     The  following  table reflects all forms of compensation for services to us
for  the  fiscal  years  ended  September  30,  2000,  1999  and 1998 of certain
executive  officers.  No  other  executive officer of ours received compensation
that  exceeded  $100,000  during  fiscal  2000.

<TABLE>
<CAPTION>
                                  SUMMARY COMPENSATION TABLE
                                  --------------------------

                   Annual  Compensation                        Long  Term  Compensation
                                                             Awards          Payouts

                                          Other                 Securities
Name and                                  Annual    Restricted  Underlying           All Other
Principal                                Compen-      Stock      Options/    LTIP     Compen-
Position   Year     Salary      Bonus   Sation (1)    Awards       SARs     Payouts   Sation
- ---------  ----  -------------  ------  ----------  ----------  ----------  -------  ---------
<S>        <C>   <C>            <C>     <C>         <C>         <C>         <C>      <C>
Eric       2000  $    175,890   $1,000         -0-         -0-         -0-    5,000        -0-
Langan     1999  $155,000  (2)     -0-         -0-         -0-      85,000      -0-        -0-
           1998           -0-      -0-         -0-         -0-      50,000      -0-        -0-

<FN>
Mr.  Langan  is  our  Chairman,  a  Director,  and  our  President  and  Acting  CFO.
__________________________________
     (1)  We provide certain executive officers certain personal benefits. Since
          the  value  of  such benefits does not exceed the lesser of $50,000 or
          10%  of  annual  compensation,  the  amounts  are  omitted.

     (2)  We  paid  Mr. Langan $155,000 as compensation in fiscal 1999, of which
          $52,000  was  allocated  to  our  subsidiary,  Taurus  Entertainment
          Companies,  Inc.
</TABLE>


                                        8
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR  GRANTS  IN  LAST  FISCAL  YEAR  (Individual  Grants)
- ----------------------------------------------------------------

        Number of      Percent of Total
        Securities       Options/SARs
        Underlying       Granted To
        Options/SARs     Employees In      Exercise of   Expiration
Name    Granted          Fiscal Year       Base Price    Date
- ------  --------------  -----------------  ------------  -----------
<S>     <C>             <C>                <C>           <C>

Eric      5,000 shares               1.2%  $       2.18   8/24/2005
Langan  100,000 shares                25%  $       2.56  11/16/2004
</TABLE>

<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------

                                          Number Of
                                          Unexercised    Value of
                                          Securities     Unexercised
                                          Underlying     In-The-Money
                                          Options/SARs   Options/SARs
             Shares                       At FY-End      At FY-End
             Acquired On     Value        Exercisable/   Exercisable/
Name         Exercise        Realized     Unexercisable  Unexercisable
- -----------  -------------  ------------  -------------  -------------
<S>          <C>            <C>           <C>            <C>

Eric Langan        -0- (1)           -0-  230,000 / -0-      -0- / -0-

<FN>
   ___________________________________
   (1)  Mr.  Langan  did  not  exercise any options during the fiscal year ended
        September  30,  2000.
</TABLE>

DIRECTOR  COMPENSATION

     We  do  not currently pay any cash directors' fees, but we pay the expenses
of  our  directors in attending board meetings.  In August 2000, we issued 5,000
options  to  each  present Director.  These options have a strike price of $2.18
per  share  and  expire  in  August  2005.

EMPLOYEE  STOCK  OPTION  PLANS

     While  we  have  been  successful  in  attracting  and  retaining qualified
personnel,  we  believe  that  our  future  success  will  depend in part on our
continued  ability  to  attract  and  retain highly qualified personnel.  We pay
wages and salaries that we believe are competitive.  We also believe that equity
ownership  is  an  important factor in our ability to attract and retain skilled
personnel.  We  have adopted Stock Option Plans for employee and directors.  The
purpose  of  the  Plans  is  to  further our interests, our subsidiaries and our
stockholders  by  providing  incentives  in  the  form  of  stock options to key
employees  and  directors  who  contribute  materially  to  our  success  and


                                        9
<PAGE>
profitability.  The  grants  recognize  and  reward  outstanding  individual
performances and contributions and will give such persons a proprietary interest
in  us,  thus  enhancing  their  personal  interest in our continued success and
progress.  The  Plans  also  assist  us  and  our subsidiaries in attracting and
retaining  key  employees and directors.  Plans are administered by the Board of
Directors.  The  Board  of  Directors  has  the  exclusive  power  to select the
participants in the Plans, to establish the terms of the options granted to each
participant,  provided  that all options granted shall be granted at an exercise
price equal to at least 85% of the fair market value of the common stock covered
by  the  option  on  the  grant date and to make all determinations necessary or
advisable  under  the  Plans.

     In  1995  we adopted the 1995 Stock Option Plan.  A total of 300,000 shares
may  be  granted  and  sold under the 1995 Plan.  As of May 11, 2001, a total of
167,500  stock options had been granted and are outstanding under the Plan, none
of which have been exercised.  The Company does not plan to issue any additional
options  under  the  1995  Plan.

     In  August  1999 we adopted the 1999 Stock Option Plan.  A total of 500,000
shares may be granted and sold under the 1999 Plan.  As of May 11, 2001, a total
of  477,000  stock  options had been granted and are outstanding under the Plan,
none  of  which  have  been  exercised.


EMPLOYMENT  AGREEMENTS


     We  have a three year employment agreement with Eric S. Langan (the "Langan
Agreement").  The  Langan Agreement extends through January 1, 2004 and provides
for  an  annual  base  salary  of  $260,000.  In  April  1999, Mr. Langan took a
voluntary  salary reduction under a prior employment agreement for the remainder
of  fiscal  year  1999  of 20% for a reduction of $34,320.  The Langan Agreement
also  provides  for  participation  in  all  benefit  plans maintained by us for
salaried  employees.  The  Langan Agreement contains a confidentiality provision
and an agreement by Mr. Langan not to compete with us upon the expiration of the
Langan  Agreement.  We have not established long term incentive plans or defined
benefit  or  actuarial  plans.  Under  a  prior employment agreement, Mr. Langan
received  options  to  purchase 125,000 shares at an exercise price of $1.87 per
share,  which  vested  in  August  1999.


                                       10
<PAGE>
STOCK  OWNERSHIP  OF  MAJOR  STOCKHOLDERS  AND  MANAGEMENT

     The  following table sets forth certain information as of May 9, 2001, with
respect to the beneficial ownership of shares of Common Stock by (i) each person
known  to  us  who  owns  beneficially more than 5% of the outstanding shares of
Common  Stock,  (ii) each of our directors, (iii) each of our executive officers
and  (iv)  all  of  our  executive  officers  and  directors as a group.  Unless
otherwise  indicated, each stockholder has sole voting and investment power with
respect  to  the  shares  shown.  As  of  May  9, 2001, there were approximately
4,595,495  shares  of  Common  Stock  outstanding.

<TABLE>
<CAPTION>

Name and Address                        Number of Shares   Title of Class  Percent of Class
- --------------------------------------  -----------------  --------------  -----------------
<S>                                     <C>                <C>             <C>
Eric S. Langan
505 North Belt, Suite 630
Houston, Texas 77060                       1,275,188  (1)  Common Stock                  26%

Robert L. Watters
315 Bourbon Street
New Orleans, Louisiana 70130                  10,000  (2)  Common Stock                 0.3%

Steven L. Jenkins
16815 Royal Crest Drive, Suite 160
Houston, Texas 77058                             -0-  (3)  Common Stock                 0.0%

Travis Reese
505 North Belt, Suite 630
Houston, Texas 77060                         23,130   (4)  Common Stock                 0.3%

Alan Bergstrom
707 Rio Grande, Suite 200
Austin, Texas 78701                           15,000  (2)  Common Stock                 0.3%

Ron Levi
Suite 205
5000 North Parkway
Calabasas, California 91302                  754,000  (5)  Common Stock                16.4%

Paul Lesser
Suite 205
5000 North Parkway Calabasas
Calabasas, California 91302                  700,000  (5)  Common Stock                15.2%

Voice Media, Inc.
Suite 205
5000 North Parkway Calabasas
Calabasas, California 91302                  700,000  (6)  Common Stock                15.2%

E. S. Langan. L.P.
505 North Belt, Suite 630
Houston, Texas 77060                         578,632       Common Stock                12.6%

Ralph McElroy
1211 Choquette
Austin, Texas, 78757                         817,147  (7)  Common Stock                17.8%


                                       11
<PAGE>
William Friedrichs
16815 Royal Crest Dr., Suite 260
Houston, Texas 77058                         381,850  (8)  Common Stock                 8.3%

All of our Directors and Officers as a
Group of six persons and
One nominee for Director                   1,827,318  (9)  Common Stock                  37%

<FN>
______________________________________
(1)  This amount includes shares owned indirectly through E. S. Langan, L.P. Mr.
     Langan  is  the  general  partner of E. S. Langan, L.P. Mr. Langan has sole
     voting  and  investment power for 207,406 shares that he owns directly. Mr.
     Langan  has  shared  voting and investment power for 578,632 shares that he
     owns  indirectly  through  E.  S.  Langan,  L.P.  This amount also includes
     options to purchase up to 235,000 shares of common stock that are presently
     exercisable.  Includes  250,000  shares  over  which  Mr. Langan has voting
     power.

(2)  Includes  options  to purchase up to 10,000 shares of common stock that are
     presently  exercisable.

(3)  Mr.  Jenkins  does  not  presently  own  any  stock  or  options.

(4)  Includes  options  to purchase up to 22,500 shares of common stock that are
     presently  exercisable

(5)  Of  these,  700,000  shares are owned directly by Voice Media, Inc. Messrs.
     Levi  and  Lesser  are control person of Voice Media, Inc. Of these shares,
     250,000 shares are subject to a voting agreement whereby Eric S. Langan has
     voting  power  over  these  shares. This voting agreement is related to our
     acquisition  of  the  XXXPassword.com  assets  of  Voice  Media,  Inc.

(6)  Of  these  shares, 250,000 shares are subject to a voting agreement whereby
     Eric S. Langan has voting power over these shares. This voting agreement is
     related  to  our  acquisition of the XXXpassword.com assets of Voice Media,
     Inc.

(7)  Includes  66,545  shares  of  common  stock  that  would  be  issuable upon
     conversion  of  a  convertible debenture held by Mr. McElroy. Also includes
     52,135  shares  of common stock that would be issuable upon conversion of a
     convertible  promissory  note  held  by  Mr.  McElroy.

(8)  Includes  160,000 shares owned indirectly through WMF Investments, Inc. Mr.
     Friedrichs  is  a  control  person  of  WMF  Investments,  Inc.

(9)  Includes  options  to  purchase  up  to  277,500  of  common stock that are
     presently  exercisable.
</TABLE>


                                       12
<PAGE>
      ___________________________________________________________________
       (2) TO RATIFY THE SELECTION OF JACKSON & RHODES, P.C. AS THE
      COMPANY'S  INDEPENDENT  AUDITOR  FOR  THE  FISCAL  YEAR  ENDING
                               SEPTEMBER 30, 2001
      ___________________________________________________________________

     The Board of Directors has selected Jackson & Rhodes, P.C. as the Company's
independent  auditor  for the current fiscal year.  Although not required by law
or  otherwise,  the  selection  is  being  submitted  to the Stockholders of the
Company  as  a  matter  of  corporate  policy  for  their  approval.
     The  Board  of  Directors  wishes  to  obtain  from  the  Stockholders  a
ratification  of  their  action  in  appointing  their existing certified public
accountant,  Jackson  & Rhodes, P.C., independent auditor of the Company for the
fiscal  year  ending  September  30,  2001.  Such  ratification  requires  the
affirmative  vote  of  a  majority  of  the  shares  of  Common Stock present or
represented  by  proxy  and  entitled  to  vote  at  the  Annual  Meeting.

     In  the  event  the  appointment  of  Jackson & Rhodes, P.C. as independent
auditor is not ratified by the Stockholders, the adverse vote will be considered
as  a  direction  to the Board of Directors to select other independent auditors
for  the  fiscal  year  ending  September  30,  2001.

     A representative of Jackson & Rhodes, P.C. is expected to be present at the
Annual  Meeting with the opportunity to make a statement if he so desires and to
respond  to  appropriate  questions.

     The  Board  of Directors unanimously recommends a vote FOR the ratification
of  Jackson  &  Rhodes,  P.C.  as  independent  auditor  for  fiscal year ending
September  30,  2001.

AUDIT  FEES

     Jackson  &  Rhodes,  P.C.  billed us in the aggregate amount of $31,900 for
professional  services  rendered  for  their  audit  of  our  annual  financial
statements  and  their reviews of the financial statements included in our Forms
10-QSB  for  fiscal  2000. We were not billed for professional services from any
other  accounting  firm  for  audits  or  reviews  done  in  fiscal  2000.

FINANCIAL  INFORMATION  SYSTEMS  DESIGN  AND  IMPLEMENTATION  FEES

     In  fiscal  2000,  Jackson & Rhodes, P.C. did not bill us for, nor perform,
any  financial  information systems design or implementation. In fiscal 2000, we
were  not  billed  for  professional services from any other accounting firm for
information  systems  design  or  implementation.


                                       13
<PAGE>
ALL  OTHER  FEES

          In fiscal 2000, Jackson & Rhodes, P.C. billed us $16,870 for the audit
and  pro  forma financial information related to our acquisition of the business
of  xxxPassword.com.  This  financial  information  appeared  in  our  Form  8-K
Amendment  Number 1 which reported this acquisition.  We were not billed for any
other  professional  services  by  any  other  accounting  firm  in fiscal 2000.

AUDITOR  INDEPENDENCE

     Our  Audit  Committee considers that the work done for us in fiscal 2000 by
Jackson  &  Rhodes, P.C. is compatible with maintaining Jackson & Rhodes, P.C.'s
independence.

AUDITOR'S  TIME  ON  TASK

     At  least  50% of the work expended by Jackson & Rhodes, P.C. on our fiscal
2000  audit  was  attributed  to  work  performed  by  Jackson  & Rhodes, P.C.'s
full-time,  permanent  employees.


      ___________________________________________________________________

                                (3) OTHER MATTERS
      ___________________________________________________________________


     The  Board  of  Directors is not aware of any other matters to be presented
for  action  at  the  Annual  Meeting.  However, if any other matter is properly
presented at the Annual Meeting, it is the intention of the persons named in the
enclosed  proxy  to vote in accordance with their best judgment on such matters.


                        FUTURE PROPOSALS OF STOCKHOLDERS


     The  deadline  for  stockholders  to  submit proposals to be considered for
inclusion  in the Proxy Statement for the 2002 Annual Meeting of Stockholders is
November  30,  2001.


                                             BY  ORDER  OF  THE  BOARD  OF
                                             DIRECTORS

                                             /S/  ERIC  S.  LANGAN
                                             CHAIRMAN OF THE BOARD AND PRESIDENT

HOUSTON,  TEXAS


                                       14
<PAGE>
                                      PROXY

                       RICK'S CABARET INTERNATIONAL, INC.

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
               MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2001

     The  undersigned  hereby appoints Eric S. Langan and Travis Reese, and each
of them as the true and lawful attorneys, agents and proxies of the undersigned,
with  full  power of substitution, to represent and to vote all shares of Common
Stock of Rick's Cabaret International, Inc. held of record by the undersigned on
April  26,  2001,  at  the Annual Meeting of Stockholders to be held on June 11,
2001,  at  2:00  PM (CST) at 3113 Bering Drive, Houston, Texas 77057, and at any
adjournments  thereof.  Any and all proxies heretofore given are hereby revoked.

     WHEN  PROPERLY  EXECUTED,  THIS  PROXY  WILL  BE VOTED AS DESIGNATED BY THE
UNDERSIGNED.  IF  NO  CHOICE  IS  SPECIFIED,  THE  PROXY  WILL  BE VOTED FOR THE
NOMINEES  LISTED  IN  NUMBER  1  AND  FOR  THE  RATIFICATION  IN  NUMBER  2.

1.   ELECTION  OF  DIRECTORS OF THE COMPANY. (INSTRUCTION: TO WITHHOLD AUTHORITY
     TO  VOTE  FOR  ANY  INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH, OR OTHERWISE
     STRIKE,  THAT  NOMINEE'S  NAME  IN  THE  LIST  BELOW.)

     [   ]     FOR  all nominees listed          [   ]     WITHHOLD authority to
               below  except  as  marked                   vote for all nominees
               to  the  contrary.                          below.

     Eric  S.  Langan               Robert  L.  Watters          Travis  Reese


     Alan Bergstrom       Ron Levi        Paul Lesser          Steven L. Jenkins

2.   PROPOSAL TO RATIFY THE SELECTION OF JACKSON & RHODES, P.C. AS THE COMPANY'S
     INDEPENDENT  AUDITOR  FOR  THE  FISCAL  YEAR  ENDING  SEPTEMBER  30,  2001.

        [   ]     FOR          [   ]     AGAINST          [ ]     ABSTAIN


3.   IN  THEIR  DISCRETION,  THE  PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
     BUSINESS  THAT  MAY  PROPERLY  COME  BEFORE  THE  ANNUAL  MEETING.

        [   ]     FOR          [   ]     AGAINST          [ ]     ABSTAIN


                                       1
<PAGE>
     Please  sign  exactly as name appears below.  When shares are held by joint
tenants,  both  should  sign.  When  signing  as  attorney,  as  executor,
administrator,  trustee  or  guardian,  please  give  full  title as such.  If a
corporation, please sign in full corporate name by President or other authorized
officer.  If  a  partnership,  please  sign  in  partnership  name by authorized
person.


_______________                    _______________________________
NUMBER  OF                         SIGNATURE
SHARES  OWNED
                                   _______________________________
                                   (TYPED  OR  PRINTED  NAME)

                                   _______________________________
                                   SIGNATURE  IF  HELD  JOINTLY

                                   _______________________________
                                   (TYPED  OR  PRINTED  NAME)


                                    DATED:  ______________________

THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE MEETING.  PLEASE
                MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.


                                        2
<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
