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<SEC-DOCUMENT>0001015402-04-003669.txt : 20040830
<SEC-HEADER>0001015402-04-003669.hdr.sgml : 20040830
<ACCEPTANCE-DATETIME>20040830113248
ACCESSION NUMBER:		0001015402-04-003669
CONFORMED SUBMISSION TYPE:	10QSB/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040630
FILED AS OF DATE:		20040830
DATE AS OF CHANGE:		20040830

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:		10QSB/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13992
		FILM NUMBER:		041004267

	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>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:  June  30,  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 August 12, 2004, there were 3,700,148 shares of common stock, $.01 par value,
outstanding.

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


<PAGE>
                       RICK'S CABARET INTERNATIONAL, INC.


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


PART II     OTHER INFORMATION

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

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


                                        1
<PAGE>
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 June 30, 2004, which was
previously filed with the Securities and Exchange Commission on August 13, 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



                                        2
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>doc2.txt
<DESCRIPTION>EXHIBIT 31.1
<TEXT>

EXHIBIT 31.1


Certification of Chief Executive Officer and Acting Chief Financial Officer of
- ------------------------------------------------------------------------------
Rick's Cabaret International, Inc. pursuant to 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.
- ----------------------------------

I, Eric Langan, certify that:

     I have reviewed this quarterly report on Form 10-QSB for the period ending
June 30, 2004 for Rick's Cabaret International, Inc.

     Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report.

     Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report.

     The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f)) for the
registrant and have:

     a)  Designed  such  disclosure  controls  and  procedures,  or  caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure  that material information relating to the registrant, including its
     consolidated  subsidiaries,  is  made  known  to  us by others within those
     entities,  particularly  during  the  period  in which this report is being
     prepared;

     b)  Designed such internal control over financial reporting, or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to  provide reasonable assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally  accepted  accounting
     principles;

     c)  Evaluated the effectiveness of the registrant's disclosure controls and
     procedures  and  presented  in  this  report  our  conclusions  about  the
     effectiveness  of  the disclosure controls and procedures, as of end of the
     period  covered  by  this  report  based  on  such  evaluation;  and

     d) Disclosed in this report any change in the registrant's internal control
     over  financial reporting that occurred during the registrant's most recent
     fiscal  quarter  (the  registrant's fourth fiscal quarter in the case of an
     annual  report)  that  has  materially affected, or is reasonably likely to
     materially  affect,  the  registrant's  internal  control  over  financial
     reporting;  and

     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's independent registered public accounting firm and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):

     a)  All  significant  deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely  to  adversely  affect  the registrant's ability to record, process,
     summarize  and  report  financial  information;  and

     b)  Any  fraud,  whether or not material, that involves management or other
     employees  who have a significant role in the registrant's internal control
     over  financial  reporting.

Date: August 30, 2004


By:  /s/ Eric S. Langan
     ---------------------------------
     Eric S. Langan
     Chief Executive Officer and
     Acting Chief Financial Officer



<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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