<DOCUMENT>
<TYPE>10QSB/A
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                              Amendment Number 1 *
               (AMENDED SOLELY TO REFLECT CORRECTED EXHIBIT 31.1)



[X]  Quarterly  report  pursuant  to  Section  13  Or  15(d)  of  the Securities
     Exchange  Act  of  1934;  For  the  quarterly  period ended: March 31, 2004

[ ]  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)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

On  May  6,  2004,  there were 3,700,148 shares of common stock, $.01 par value,
outstanding.

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


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                       RICK'S CABARET INTERNATIONAL, INC.


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


PART  II     OTHER  INFORMATION

Item 6.   Exhibits  and  Reports  on  Form  8-K. . . . . . . . . . . . . . . . 2

          Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2




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This Amendment Number 1 to Registrant's Form 10-QSB is made solely to reflect
corrected language to Exhibit 31.1. No other revisions or changes have been made
to the Form 10-QSB for the period ending March 31, 2004, which was previously
filed with the Securities and Exchange Commission on May 17, 2004.




PART  II          OTHER  INFORMATION

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

          (a)  Exhibits

          Exhibit  31.1  -  Certification  of Chief Executive Officer and Acting
Chief Financial Officer of Rick's Cabaret International, Inc. required by Rule
13a - 14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


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.



Date: August 30, 2004                      By: /s/ Eric S. Langan
                                               ---------------------
                                               Eric S. Langan
                                               Chief Executive Officer and
                                               Acting Chief Financial Officer



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