<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB

[X]     Quarterly  report  pursuant  to  Section  13  Or 15(d) of the Securities
        Exchange Act of 1934; For the quarterly period ended: December 31, 2002

[ ]     Transition  report  pursuant  to  Section 13 or 15(d) of the Securities
        Exchange Act of 1934

                        Commission File Number: 0-26958

                       RICK'S CABARET INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                Texas                                           76-0458229
    (State or other jurisdiction                               IRS Employer
  of incorporation or organization)                         Identification No.)

                            505 North Belt, Suite 630
                              Houston, Texas 77060
          (Address of principal executive offices, including zip code)

                                 (281) 820-1181
              (Registrant's telephone number, including area code)

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 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  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

On  February  3,  2003,  there  were  3,721,648 shares of common stock, $.01 par
value,  outstanding.

Transitional Small Business Disclosure Format (check one):  Yes [ ]   No  [X]


<PAGE>
<TABLE>
<CAPTION>
                       RICK'S CABARET INTERNATIONAL, INC.


                                TABLE OF CONTENTS
                                -----------------



PART I      FINANCIAL INFORMATION

Item 1  Financial Statements
<S>                                                                        <C>
        Consolidated Balance Sheets as of December 31, 2002 (unaudited)
        and September 30, 2002 (audited). . . . . . . . . . . . . . . . .   1

        Consolidated Statements of Operations for the three months
        ended December 31, 2002 and 2001 (unaudited). . . . . . . . . . .   3

        Consolidated Statements of Cash Flows for the three months
        ended December 31, 2002 and 2001 (unaudited). . . . . . . . . . .   4

        Notes to Consolidated Financial Statements. . . . . . . . . . . .   5

Item 2  Management's Discussion and Analysis of Financial Condition and
        Results of Operations . . . . . . . . . . . . . . . . . . . . . .   7



PART II   OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . .  11

         Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
</TABLE>


                                        i
<PAGE>
<TABLE>
<CAPTION>
PART I    FINANCIAL INFORMATION

Item 1.   Financial Statements.

               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                                  12/31/02           9/30/02
                                                (UNAUDITED)         (AUDITED)
<S>                                           <C>               <C>
CURRENT ASSETS
  Cash                                        $       875,200   $       733,366
  Accounts receivable                                 178,974           226,637
  Prepaid expenses                                     93,770            63,897
  Inventories                                         220,006           210,802
                                               ---------------  ----------------

    Total current assets                            1,367,950         1,234,702
                                               ---------------  ----------------

PROPERTY AND EQUIPMENT
  Buildings, land and leasehold improvements        9,391,319         9,278,260
  Furniture and equipment                           1,801,277         1,938,705
                                               ---------------  ----------------

                                                   11,192,596        11,216,965

  Accumulated depreciation                         (2,137,580)       (2,094,712)
                                               ---------------  ----------------

     Total property and equipment, net              9,055,016         9,122,253
                                               ---------------  ----------------

OTHER ASSETS
  Goodwill less accumulated amortization            1,883,007         1,883,007
  Other                                               186,516           197,358
                                               ---------------  ----------------

    Total other assets                              2,069,523         2,080,365
                                               ---------------  ----------------

    Total Assets                              $    12,492,489   $    12,437,320
                                              ================  ================
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
              RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                   12/31/02      9/30/02
                                                 (UNAUDITED)    (AUDITED)
<S>                                              <C>           <C>
CURRENT LIABILITIES
  Current portion of long term debt              $   465,994   $   459,972
  Accounts payable - trade                           302,376       274,659
  Accrued expenses                                   588,185       533,068
                                                 ------------  ------------

    Total current liabilities                      1,356,556     1,267,699

LONG TERM DEBT, LESS CURRENT PORTION

  Long-term debt less current portion              4,083,992     4,147,381
                                                 ------------  ------------

  Total Liabilities                                5,440,547     5,415,080
                                                 ------------  ------------

COMMITMENTS AND CONTINGENCIES

MINORITY INTERESTS                                    77,732        80,164
                                                 ------------  ------------

STOCKHOLDERS' EQUITY
  Preferred stock - $.10 par, authorized
    1,000,000 shares; none outstanding                   ---           ---
  Common stock - $.01 par, authorized
    15,000,000 shares; 4,608,678 issued;
    3,730,948 and 3,747,648 outstanding               46,087        46,087
  Additional paid in capital                      11,273,149    11,273,149
  Retained earnings (deficit)                     (3,107,355)   (3,202,029)
  Treasury stocks, at cost                        (1,237,671)   (1,175,131)
                                                 ------------  ------------

    Total stockholders' equity                     6,974,210     6,942,076
                                                 ------------  ------------

    Total liabilities and stockholders' equity   $12,492,489   $12,437,320
                                                 ============  ============
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001


                                          2002             2001
                                       (UNAUDITED)      (UNAUDITED)
<S>                                  <C>              <C>
REVENUES

  Sales of alcoholic beverages       $    1,628.807  $     1,634,224
  Sales of food                             233,562          215,587
  Service revenues                        1,317,792        1,273,319
  Internet revenues                         331,488          663,720
  Other revenues                            219,759          267,575
                                      -------------  ----------------

    Total revenues                        3,731,408        4,054,425
                                      -------------  ----------------

OPERATING EXPENSES
  Cost of goods sold                        565,355          862,548
  Salaries and wages                      1,343,469        1,267,527
  Other general and administrative
      Taxes and permits                     482,212          503,888
      Charge card fees                       61,071           61,283
      Rent                                   55,655           52,468
      Legal and professional                206,532          151,086
      Advertising and marketing             178,337          176,083
      Other                                 650,138          646,630
                                      -------------  ----------------

     Total operating expenses             3,542,769        3,721,513
                                      -------------  ----------------

INCOME FROM OPERATIONS                      188,639          332,912

  Interest income                             3,855            6,032

  Interest Expense                          (97,820)         (91,722)
                                      -------------  ----------------

Net Income                           $       94,674  $       247,222
                                     ==============  ================

NET INCOME PER COMMON SHARE          $         0.03  $          0.06
                                     ==============  ================

WEIGHTED AVERAGE SHARES OUTSTANDING       3,758,515        4,595,494
                                     ==============  ================
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001


                                                         (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:               2002            2001
                                               --------------  --------------
<S>                                            <C>             <C>
NET INCOME                                     $      94,674   $     247,222

ADJUSTMENTS TO RECONCILE NET
  INCOME TO NET CASH PROVIDED
  BY OPERATING ACTIVITIES:
    Depreciation                                     129,677         119,928
    Minority interests                                (2,432)          1,432
    Changes in assets and liabilities:
        Accounts receivable                           47,663          18,194
        Prepaid expenses                             (29,873)         (8,030)
        Inventories                                   (9,204)         (6,962)
        Accounts payable and accrued expenses         82,834          56,724
                                               --------------  --------------

    Cash provided by operating activities            313,339         428,508
                                               --------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to property and equipment              (62,440)       (130,422)
    Decrease in goodwill and other assets             10,842         (59,330)
                                               --------------  --------------

    Cash used by investing activities                (51,598)       (189,752)
                                               --------------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Purchase of treasury stock                       (62,540)        (24,029)
    Payments on long term debt                       (57,367)        (81,252)
                                               --------------  --------------

    Cash used by financing activities               (119,907)       (105,281)
                                               --------------  --------------
NET INCREASE IN CASH                                 141,834         133,475

CASH AT BEGINNING OF PERIOD                          733,366         704,628
                                               --------------  --------------
CASH AT END OF PERIOD                          $     875,200   $     838,103
                                               ==============  ==============

CASH PAID DURING PERIOD FOR:
    Interest                                   $      97,820   $      91,722
                                               ==============  ==============
</TABLE>


                                        4
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


1.   BASIS  OF  PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with  accounting  principles  generally accepted in the United States of America
for  interim  financial  information and with the instructions to Form 10-QSB of
Regulation  S-B.  They  do not include all information and footnotes required by
accounting  principles  generally  accepted  in the United States of America for
complete  financial  statements.  However, except as disclosed herein, there has
been  no  material  change  in  the  information  disclosed  in the notes to the
financial  statements  for  the  year  ended  September 30, 2002 included in the
Company's  Annual  Report  on Form 10-KSB filed with the Securities and Exchange
Commission.  The  interim  unaudited  financial  statements  should  be  read in
conjunction with those financial statements included in the Form 10-KSB.  In the
opinion  of  Management,  all  adjustments  considered  necessary  for  a  fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating  results  for  the  three  months  ended  December  31,  2002  are not
necessarily  indicative  of the results that may be expected for the year ending
September  30,  2003.

2.   SEGMENT  INFORMATION

In  October  1999,  the  Company  launched its web-sites operation. This segment
derives  revenues from membership fees, traffic sold, and sale of feeds to other
web-site  operators.  Below  is  the  financial  information  by  segment.

<TABLE>
<CAPTION>
                                           FOR THE THREE MONTHS       FOR THE THREE MONTHS
                                          ENDED DECEMBER 31, 2002    ENDED DECEMBER 31, 2001
<S>                                      <C>                        <C>
REVENUES
  Internet Web-sites                     $                331,488   $                663,720
  Clubs operation                                       3,399,920                  3,390,705
                                         -------------------------  -------------------------
                                         $              3,731,408   $              4,054,425
                                         =========================  =========================
NET INCOME/(LOSS)
  Internet Web-sites                     $                 34,756   $                136,739
  Clubs operation                                         387,842                    320,406
  Corporate expenses                                     (327,924)                  (209,923)
                                         -------------------------  -------------------------
                                         $                 94,674   $                247,222
                                         =========================  =========================
PROPERTY & EQUIPMENT, NET DEPRECIATION
  Internet Web-sites                     $                122,986   $                113,990
  Club operation                                        8,932,030                  8,699,418
                                         -------------------------  -------------------------
                                         $              9,055,016   $              8,813,408
                                         =========================  =========================
</TABLE>


                                        5
<PAGE>
Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations.

The  following  discussion  should  be  read  in  conjunction  with  our audited
consolidated  financial  statements  and  related notes thereto included in this
annual  report.


FORWARD LOOKING STATEMENT AND INFORMATION

The  Company is including the following cautionary statement in this Form 10-QSB
to  make  applicable  and  take  advantage  of  the safe harbor provision of the
Private  Securities  Litigation  Reform  Act  of  1995  for  any forward-looking
statements  made  by,  or on behalf of, the Company.  Forward-looking statements
include  statements  concerning  plans,  objectives,  goals,  strategies, future
events or performance and underlying assumptions and other statements, which are
other  than  statements  of  historical  facts.  Certain statements in this Form
10-QSB  are  forward-looking  statements.  Words  such as "expects," "believes,"
"anticipates,"  "may,"  and  "estimates" and similar expressions are intended to
identify  forward-looking  statements.  Such statements are subject to risks and
uncertainties  that  could  cause actual results to differ materially from those
projected.  Such  risks  and  uncertainties  are set forth below.  The Company's
expectations,  beliefs  and  projections  are  expressed  in  good faith and are
believed  by  the  Company  to  have  a  reasonable  basis,  including  without
limitation,  management's  examination  of  historical  operating  trends,  data
contained  in the Company's records and other data available from third parties,
but  there  can  be  no  assurance  that  management's  expectation,  beliefs or
projections  will result, be achieved, or be accomplished.  In addition to other
factors  and  matters  discussed  elsewhere  herein, the following are important
factors  that,  in the view of the Company, could cause material adverse affects
on  the  Company's  financial condition and results of operations: the risks and
uncertainties relating to our Internet operations, the impact and implementation
of  the  sexually  oriented  business  ordinances in the jurisdictions where our
facilities  operate,  competitive  factors,  the timing of the openings of other
clubs,  the  availability  of  acceptable  financing to fund corporate expansion
efforts,  and the dependence on key personnel.  The Company has no obligation to
update  or  revise these forward-looking statements to reflect the occurrence of
future  events  or  circumstances.


GENERAL

Our Company presently conducts its business in two different areas of operation:

1.   We  own  and operate upscale adult nightclubs serving primarily businessmen
     and  professionals  that offer live adult entertainment, restaurant and bar
     operations.  We own and operate six adult nightclubs under the name "Rick's
     Cabaret"  and  "XTC"  in  Houston,  Austin  and  San  Antonio,  Texas,  and
     Minneapolis, Minnesota. We also own and operate an adult-themed club called
     "Encounters"  that  serves the couples or "swingers'" market in Houston. No
     sexual  contact  is  permitted  at  any  of  our  locations.


                                        6
<PAGE>
2.   We  have  extensive  Internet  activities.

     a)   We  currently  own  two  adult  Internet  membership  Web  sites  at
          www.couplestouch.com  and  www.xxxpassword.com. We acquire our website
          --------------------       -------------------
          content  from  wholesalers.

     b)   We  operate  a  network  of six online auction sites accessible on the
          Internet  under  the  flagship  site  www.naughtybids.com. These sites
                                                -------------------
          provide  customers with the opportunity to purchase adult products and
          services  in  an  auction format. We earn revenues by charging service
          fees for each transaction conducted on the highly automated sites, all
          of  which  utilize  a  single  technology  platform  that  we operate.

Our  nightclub  revenues  are derived from the sale of liquor, beer, wine, food,
merchandise,  cover  charges,  membership  fees,  independent contractors' fees,
commissions from vending and ATM machines, valet parking, and other products and
service.  Our  Internet revenues are derived from subscriptions to adult content
Internet  Web  sites,  traffic/referral  revenues, and commissions earned on the
sale  of  products  and  services  through  Internet  auction  sites,  and other
activities.  Our  fiscal  year  end  is  September  30.


RESULTS  OF  OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AS COMPARED
TO  THE  THREE  MONTHS  ENDED  DECEMBER  31,  2001

For the three months ended December 31, 2002, the Company had consolidated total
revenues of $3,731,408 compared to consolidated total revenues of $4,054,425 for
the  three  months  ended  December  31,  2001,  or a decrease of $323,017.  The
decrease  in  total  revenues  was  primarily  due  to  the decrease in revenues
generated  by  the  Company's  Internet  businesses.  Management believes we are
seeing  the bottom out effect in internet revenues due to the aging of the adult
internet  marketing  programs  for  adult  sites.  While  revenues  for
www.xxxpassword.com,  the  Company's  content  membership site, has continued to
-------------------
decline,  revenues  from  auction sites continues to increase.  The Company will
start  charging  for  membership  to  www.couplestouch.com  in  February  2003.
                                      --------------------
www.couplestouch.com is like a single dating site for couples seeking others for
sexual relationships/friendships.

The  cost  of goods sold for the three months ended December 31, 2002 was 15.16%
of  total  revenues  compared  to 21.28% for the three months ended December 31,
2001.  The  decrease  was due primarily to the reduction in costs of maintaining
our  Internet operations.  The cost of goods sold for the club operation for the
three  months  ended  December  31,  2002  was  15.64% of the sales of alcoholic
beverages  and  food  compared to 14.75% for the three months ended December 31,
2001.  The  increase  was  due  primarily  to the increase in food costs and our
$1.25  a  drink  specials  during Monday Night Football games.  We continued our
efforts  to  achieve  reductions  in  cost  of goods sold of the club operations
through improved inventory management.  We continue a program to improve margins
from  liquor and food sales and food service efficiency.  The cost of sales from
our  Internet operation for the three months ended December 31, 2002 was 22.73%.

Payroll  and  related  costs  for  the three months ended December 31, 2002 were
$1,343,469  compared to $1,267,527 for the three months ended December 31, 2001.


                                        7
<PAGE>
The  increase  was  a  reflection of the additional personnel experienced by the
Company.  Management  currently  believes  that  its  labor and management staff
levels  are  at  appropriate  levels.

Other  selling,  general  and administrative expenses for the three months ended
December  31,  2002  were $1,633,945 compared to $1,591,438 for the three months
ended  December  31,  2001.  The increase was due primarily to increase in legal
and professional, insurance, maintenance and repairs, and other expenses.

Interest  expense  for  the  three  months  ended  December 31, 2002 was $97,820
compared  to $91,722 for the three months ended December 31, 2001.  The increase
was  primarily  due  to  the  addition  of  new debts related to the purchase of
treasury  stocks.

Net  income for the three months ended December 31, 2002 was $94,674 compared to
a  net  income  of  $247,222  for the three months ended December 31, 2001.  The
decrease  in  net  income  was  primarily due to the decrease in revenues in the
Company's  internet  business  and  an  increase  in  corporate  expenses.


LIQUIDITY  AND  CAPITAL  RESOURCES

At December 31, 2002, the Company had a working capital of $11,394 compared to a
working  capital  deficit  of  $32,997  at  September  30,  2002.

Net cash provided by operating activities in the three months ended December 31,
2002 was $313,339 compared to net cash provided of $428,508 for the three months
ended  December 31, 2001.  The decrease in cash provided by operating activities
was  due  to  a  decrease  in  net  income.

Depreciation  expense for the three months ended December 31, 2002 were $129,677
compared  to  $119,928  for the three months ended December 31, 2001.  There was
no  amortization  for  the  three  months  ended  December  31,  2002  and 2001.

In  the  opinion  of  management, working capital is not a true indicator of the
financial  status.  Typically,  businesses  in  the  industry  carry  current
liabilities  in  excess  of  current  assets  because  the  business  receives
substantially  immediate  payment  for  sales,  with  nominal receivables, while
inventories  and  other current liabilities normally carry longer payment terms.
Vendors  and  purveyors  often  remain  flexible  with  payment  terms providing
businesses  with opportunities to adjust to short-term business down turns.  The
Company considers the primary indicators of financial status to be the long-term
trend  of  revenue  growth  and  mix  of  sales  revenues,  overall  cash  flow,
profitability  from  operations  and  the  level  of  long-term  debt.

We  have  not  established  lines of credit or financing other than our existing
debt.  There  can  be  no  assurance  that  we will be able to obtain additional
financing  on  reasonable terms in the future, if at all, should the need arise.

Because of the large volume of cash we handle, stringent cash controls have been
implemented.  In  the  event the sexually oriented business industry is required
in  all  states  to  convert the entertainers who perform at our locations, from


                                        8
<PAGE>
being  independent  contractors to employee status, we have prepared alternative
plans  that  we  believe  will  protect  our profitability.  We believe that the
industry  standard  of  treating  the  entertainers  as  independent contractors
provides  sufficient  safe  harbor protection to preclude payroll tax assessment
for  prior  years.

The  sexually  oriented  business industry is highly competitive with respect to
price,  service  and  location,  as  well  as  the  professionalism  of  the
entertainment.  Although  we  believe  that  we  are  well-positioned to compete
successfully  in  the  future, there can be no assurance that we will be able to
maintain our high level of name recognition and prestige within the marketplace.


SEASONALITY

Our  nightclub  operations  are  significantly  affected  by  seasonal  factors.
Historically,  we have experienced reduced revenues from April through September
with  the  strongest  operating  results occurring during October through March.
Our  experience  to  date  indicates that there does not appear to be a seasonal
fluctuation  in  our  Internet  activities.


GROWTH  STRATEGY

The  Company  believes that its club operations can continue to grow organically
and through careful entry into markets and demographic segments with high growth
potential.  Upon  careful  research,  new clubs may be opened, or existing clubs
acquired,  in  locations  that are consistent with our growth and income targets
and  which  appear  receptive to the upscale club formula we have developed.  We
may  form joint ventures or partnerships to reduce start-up and operating costs,
with  our  Company  contributing  equity  in  the  form  of  our  brand name and
management expertise.  We may also develop new club concepts that are consistent
with  our  management  and marketing skills.  We may also acquire real estate in
connection  with club operations, although some clubs may be in leased premises.

We also expect to continue to grow our Internet profit centers and plan to focus
in the future on high-margin activities that leverage our marketing skills while
requiring  a  low  level  of  start-up  expense  and  ongoing  operating  costs.


PART II          OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K.

          (a)  Exhibits
                    Exhibit 99.1 -- Certification of Chief Executive Officer and
Chief Financial Officer of Rick's Cabaret International, Inc.


                                        9
<PAGE>
          (b)  Reports  on  Form  8-K

                    None



                                       10
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


                                      RICK'S CABARET INTERNATIONAL, INC.

                                      By:  /s/ Eric S. Langan
Date:  February 11, 2003                   -------------------------------------
                                           Eric S. Langan
                                           President and acting Chief Financial
                                           Officer


                                       11
<PAGE>

</TEXT>
</DOCUMENT>
