<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>ex99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
                                                                    EXHIBIT 99.2

                       RICK'S CABARET INTERNATIONAL, INC.
           UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The  unaudited  pro  forma  condensed  combined  financial  statements have been
prepared  to  give  effect  to  Rick's  Cabaret International, Inc.'s ("Rick's")
acquisition  of  Peregrine  Enterprises,  Inc.,  a  New  York  corporation
("Peregrine").  On  January  18,  2005,  Rick's  wholly  owned  subsidiary,  RCI
Entertainment  (New  York),  Inc.,  a  New  York  corporation  ("RCI  New York")
completed  the  acquisition  of Peregrine pursuant to a Stock Purchase Agreement
with  Peregrine's  sole  stockholder,  Philip  Eisenberg  (the  "Stock  Purchase
Agreement").  Under  the  terms  of  the  Stock Purchase Agreement, RCI New York
purchased  all  of  the shares of common stock of Peregrine for a total purchase
price  of  $7,775,000, payable $2,500,000 in cash at closing, $5,125,000 payable
in  a secured convertible promissory note bearing simple interest at the rate of
4.0% per annum (the "Secured Convertible Note"), part of which is convertible to
restricted  shares  of Rick's common stock at prices ranging from $4.00 to $7.50
per  share,  and $150,000 of transaction costs.  As part of the transaction, Mr.
Eisenberg  also entered into a five-year covenant not to compete with Peregrine,
RCI  New  York  or  Rick's.

On  November  15  and  17,  2004,  Rick's  borrowed  $590,000  and  $1,042,000,
respectively,  from  a  financial  institution at an annual interest rate of 10%
over  a  10 year term.  On November 30, 2004, the Company borrowed $900,000 from
an  unrelated individual at an 11% annual interest rate over a 10 year term.  On
December  30, 2004, the Company borrowed $1,270,000 from a financial institution
at  an annual interest rate of 10% over a 10 year term.  The money received from
this  financing is being used for the acquisition and renovation of the New York
club  (collectively  referred  to  as  "New  York  Club  Debt").

The  pro forma condensed balance sheet gives effect to the Peregrine acquisition
as  if  it  had  occurred  on  December 31, 2004 combining the balance sheets of
Rick's  and  Peregrine  as  of  that date. The pro forma condensed statements of
operations  for  the three months ended December 31, 2004 and for the year ended
September  30,  2004  give  effect  to  the acquisition as if it had occurred on
October  1,  2003  combining  the  results  of Rick's for the three months ended
December  31, 2004 and the year ended September 30, 2004 with those of Peregrine
for the three months ended December 31, 2004 and for the year ended December 31,
2004.

The  pro  forma statements of operations for the three months ended December 31,
2004  and  for the year ended September 30, 2004 include appropriate adjustments
for  amortization,  interest and other items related to the transaction. The pro
forma  adjustments  are  based  on  preliminary  appraisal  results,  estimates,
available information and certain assumptions that management deems appropriate.
The  pro  forma  financial  information  is  unaudited  and  does not purport to
represent  the  results  that  would  have  been  obtained  had the transactions
occurred  at  October  1,  2003,  as assumed, nor does it purport to present the
results  which  may  be  obtained  in  the  future.


<PAGE>
<TABLE>
<CAPTION>
                       RICK'S CABARET INTERNATIONAL, INC.
                   PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                DECEMBER 31, 2004
                    (IN THOUSANDS, EXCEPT SHARE INFORMATION)


                                                 RICK'S    PEREGRINE      PRO FORMA      PRO FORMA
                                                                       ADJUSTMENT (A)    COMBINED
                                                --------  -----------  ---------------  -----------
<S>                                             <C>       <C>          <C>              <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                       $ 3,438   $       14   $       (2,500)  $      952
Accounts receivable, net                             72            8                -           80
Other receivables, net                              201            -                -          201
Marketable securities                                78            -                -           78
Inventories                                         249            2               (2)         249
Prepaid expense and other current assets          1,029           23               28        1,080
                                                --------  -----------  ---------------  -----------

        TOTAL CURRENT ASSETS                      5,067           47           (2,474)       2,640

Property and equipment, net                       9,261            6               (6)       9,261
Goodwill                                          1,983            -                -        1,983
Other assets                                        448           77                -          525
Intangible assets                                     -            -            7,854        7,854
                                                --------  -----------  ---------------  -----------

        TOTAL ASSETS                            $16,759   $      130   $        5,374   $   22,263
                                                ========  ===========  ===============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade                        $   233   $      131   $         (131)  $      233
Bank overdraft                                        -          206             (206)           -
Accrued expenses                                    505          216              (66)         655
Current portion of long-term debt                   572            -                -          572
Line-of-credit                                        -           87              (87)           -
                                                --------  -----------  ---------------  -----------

        TOTAL CURRENT LIABILITIES                 1,310          640             (490)       1,460

Deferred gain on sale of subsidiary                 164            -                -          164
Long-term debt less current portion               7,150            -            5,125       12,275
Deferred rent                                         -          229                -          229
Other non-current liabilities                         -            6               (6)           -
                                                --------  -----------  ---------------  -----------

        TOTAL LIABILITIES                         8,624          875            4,629       14,128

COMMITMENTS AND CONTINGENCIES                         -            -                -            -

MINORITY INTERESTS                                   40            -                -           40

STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par, 1,000,000 shares
   authorized; none outstanding                       -            -                -            -
Common stock, $.01 par, 15,000,000 shares
   authorized; 4,608,678 outstanding                 46            -                -           46
   Additional paid-in capital                    11,273            -                -       11,273
   Accumulated other comprehensive income            65            -                -           65
   Accumulated deficit                           (1,995)           5               (5)      (1,995)
   Less 908,530 shares of common stock held in
      treasury, at cost                          (1,294)        (750)             750       (1,294)
                                                --------  -----------  ---------------  -----------

        TOTAL STOCKHOLDERS' EQUITY                8,095         (745)             745        8,095
                                                --------  -----------  ---------------  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $16,759   $      130   $        5,374   $   22,263
                                                ========  ===========  ===============  ===========
</TABLE>


<TABLE>
<CAPTION>
                              RICK'S CABARET INTERNATIONAL, INC.
                     PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                             THREE MONTHS ENDED DECEMBER 31, 2004
                         (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)


                                                                 PRO FORMA       PRO FORMA
                                         RICK'S    PEREGRINE    ADJUSTMENTS      COMBINED
                                        --------  -----------  ---------------  -----------
<S>                                     <C>       <C>          <C>              <C>
TOTAL REVENUE                           $ 3,669   $      486   $          -     $    4,155

Operating expenses:
  Cost of goods sold                        472           20              -            492
  Salaries and wages                      1,344          155              -          1,499
  Other general and administrative        1,774          461             11   B      2,246
                                        --------  -----------  ---------------  -----------


TOTAL OPERATING EXPENSES                  3,590          636             11          4,237
                                        --------  -----------  ---------------  -----------

Operating income (loss)                      79         (150)           (11)           (82)

Other expense, net                          (85)          (6)           (51)  C       (210)
                                                                        (68)  D
                                        --------  -----------  ---------------  -----------

Net loss                                $    (6)  $     (156)  $       (130)    $     (292)
                                        ========  ===========  ===============  ===========

Net loss per share:
  Basic and diluted                     $ (0.00)                                $    (0.08)
                                        ========                                ===========


Weighted average shares outstanding:      3,700                                      3,700
                                        ========                                ===========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                               RICK'S CABARET INTERNATIONAL, INC.
                      PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                 YEAR ENDED SEPTEMBER 30, 2004 *
                          (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)


                                                                   PRO FORMA      PRO FORMA
                                         RICK'S    PEREGRINE *    ADJUSTMENTS     COMBINED
                                        --------  -------------  -------------  -----------
<S>                                     <C>       <C>            <C>            <C>
TOTAL REVENUE                           $15,960   $      2,236   $          -   $   18,196

Operating expenses:
  Cost of goods sold                      1,983            114              -        2,097
  Salaries and wages                      5,491            647              -        6,138
  Other general and administrative        7,420          1,694             45   B    9,159
                                        --------  -------------  -------------  -----------


TOTAL OPERATING EXPENSES                 14,894          2,455             45       17,394
                                        --------  -------------  -------------  -----------

Operating income (loss)                   1,066           (219)           (45)         802

Other expense, net                         (291)            (9)          (205)  C     (894)
                                                                         (389)  D
                                        --------  -------------  -------------  -----------

Net income (loss)                       $   775   $       (228)  $       (639)  $      (92)
                                        ========  =============  =============  ===========
Net income (loss) per share:
  Basic and diluted                     $  0.21                                 $    (0.02)
                                        ========                                ===========


Weighted average shares outstanding:      3,700                                      3,700
                                        ========                                ===========
</TABLE>

* Amounts for Peregrine are for the year ended December 31, 2004


<PAGE>
                       RICK'S CABARET INTERNATIONAL, INC.
      NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET ADJUSTMENT

(A)  Records  the  Peregrine  acquisition,  including:  (1)  payment  of
     $2,500,000  in  cash  and  Secured Convertible Note issued of $5,125,000 in
     exchange  for  the  Common  Stock,  (2)  transaction  costs of $150,000 (3)
     removal of Peregrine stockholder's equity. For pro forma purposes the total
     consideration is estimated at $7,775,000.

     This  acquisition  was  accounted  for  as  a  purchase  with  the  total
     consideration preliminarily allocated to the assets and liabilities assumed
     as follows:

<TABLE>
<CAPTION>
                                                 AMOUNT
     DESCRIPTION                             (IN THOUSANDS)
<S>                                          <C>

     Total consideration:
       Cash                                  $        2,500
       Issuance of Secured Convertible Note           5,125
       Estimated transaction costs                      150
                                             ---------------
                                             $        7,775
                                             ===============

     Allocation:
       Current asset                         $           73
       Non-current assets                                77
       Discounted lease                                 446
       Non-compete agreement                            100
       Sexually oriented business license             7,308
       Current Liabilities                             (229)
                                             ---------------
                                             $        7,775
                                             ===============
</TABLE>

     The  foregoing  allocations  are  based  on  estimated  fair values and are
     subject to adjustment. Fair values of assets acquired were determined based
     on management's valuation.


<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS

(B)  Records  adjustment  to  amortization  expense  to reflect increase for new
     basis  of  identifiable  intangible  assets  including  discounted  lease,
     non-compete  agreement  and  sexually oriented business license. Discounted
     lease  is  amortized  straight-line  over  an  18-year  life.  Non-compete
     agreement  is  amortized  straight-line  over  a  five-year  life. Sexually
     oriented  business  license is considered to have an indefinite life and is
     not amortized.

(C)  Records  adjustment  to  interest  expense  to  reflect  the  payment  of
     interest  for  Rick's  $5,125,000 Secured Convertible Note arising from the
     Peregrine acquisition.

(D)  Records  adjustment  to  interest  expense  to  reflect  the  payment  of
     interest  of  Rick's  $3,802,000  New York Club Debt arising related to the
     Peregrine acquisition.


</TEXT>
</DOCUMENT>
