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<SEC-DOCUMENT>0001140361-06-007988.txt : 20061107
<SEC-HEADER>0001140361-06-007988.hdr.sgml : 20061107
<ACCEPTANCE-DATETIME>20060523171850
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0001140361-06-007988
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060523

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:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		10959 CUTTEN ROAD
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77066
		BUSINESS PHONE:		2813976730

	MAIL ADDRESS:	
		STREET 1:		10959 CUTTEN ROAD
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77066
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                           AXELROD, SMITH & KIRSHBAUM
                   An Association of Professional Corporations
                                ATTORNEYS AT LAW
                         5300 Memorial Drive, Suite 700
                            Houston, Texas 77007-8217
                            Telephone (713) 861-1996
                            Facsimile (713) 552-0202



                                  May 18, 2006

VIA FAX:  202 772 9202
- ----------------------
and FIRST  CLASS  MAIL
- ----------------------

Letty  G.  Lynn
United  States  Securities  and  Exchange  Commission
100  F  Street  NE
Washington,  D.C.  20549

     RE:  Rick's  Cabaret  International, Inc. Post-Effective Amendment No. 1 to
          Form  SB-2  -  Commission  File  No.  333-127799 as filed May 16, 2006

Dear  Ms.  Lynn:

     This  letter  is  in  response  to comments which you made today during our
telephone  conversation  regarding  Rick's  Cabaret  International,  Inc.  (the
"Company")  Post-Effective  Amendment  No.  1  to  its  Form  SB-2  Registration
Statement,  filed  with  the Securities and Exchange Commission on May 16, 2006,
Commission  File  No.  333-127799  ("Registration  Statement").

     In  response to your comment regarding the disclosure in Footnote Number 1,
which  appears under the Calculation of Registration Fee, please be advised that
we  propose  to  change  that  language  to  read  as  follows:

     "(1)  In  accordance  with  Rule  416  under the Securities Act of 1933, as
     amended,  (the  "Act"),  this  Registration  Statement  also  covers  any
     additional  shares  of  common stock which may become issuable by reason of
     any  stock  dividends,  stock splits or similar transactions effected which
     result  in  an increase in the number of registrant's outstanding shares of
     common  stock."

We have deleted reference to re-capitalization.

     With  respect  to your comment regarding the signature page and the lack of
disclosure  with  respect to the principal accounting officer, please be advised
that  we  intend  to  revise  the  title  of Mr. Eric Langan to read as follows:

     "Title:  Chairman  of  the  Board,  Director,  President,  Chief  Executive
Officer,  Chief  Financial  Officer  and  Principal  Accounting  Officer."

     With  respect  to  your  comments  relating  to Section 4(c)(iv) of the 10%
Convertible  Debenture,  Certificate-RCI-10%  C.D.  No.  001  (the "Debenture"),
please  be  advised  that  this


<PAGE>
Page 2

- -------------------


Registration  Statement  is  not  and  will not register any shares which may be
issued  upon  the  conversion of the Debenture. While the Company does intend to
file  a  separate  Registration  Statement  in the future to register the shares
which  may be issued upon the conversion of the Debenture, the Company will take
into  consideration  the Staff's comment regarding whether to include additional
shares  in that future Registration Statement in the event that Section 4(c)(iv)
is  triggered  or  whether  to  disclose  that the Company will not register any
shares  that  may  be  issued  under  that  Section.

     I  look  forward  to  hearing  from you once you have had an opportunity to
review  our  responses  to  your  comments.

                                       Very  truly  yours,

                                       /s/Robert  D.  Axelrod
                                       ----------------------
                                       Robert  D.  Axelrod

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