AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997

FILE NO.
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

ROBERT L. WATTERS,
3113 BERING DRIVE, 3113 BERING DRIVE,
HOUSTON, TEXAS 77057 HOUSTON, TEXAS 77057
(713) 785-0444 (713) 785-0444
(Address of principal executive offices, (Name and address of agent for service and
including zip code and Registrant's agent's telephone number, including area
telephone number, including area code) code)

With copies to:

ROBERT D. AXELROD,
5300 MEMORIAL DRIVE, SUITE 700,
HOUSTON, TEXAS 77007
(713) 861-1996
(713) 552-0202-FAX

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.

If the only securities being registered on this form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If the Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

=================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(*) PRICE(*) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------

Common Stock, par value
$0.01...................... 380,000 $2.8125 $1,068,750 $323.87
=================================================================================================================

* Estimated solely for the purpose of calculating the registration fee.
Calculated pursuant to Rule 457(g) and based on the average bid and asked
price of the Company's Common Stock on March 31, 1997.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
2

RICK'S CABARET INTERNATIONAL, INC.

CROSS-REFERENCE SHEET
SHOWING LOCATION IN THE PROSPECTUS OF
INFORMATION REQUIRED BY ITEMS OF FORM S-3

FORM S-3 ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
-------------------------------- ----------------------

1. Front of Registration Statement and Outside Front
Cover of Prospectus................................. Outside Front Cover Page of Prospectus
2. Inside Front Cover and Outside Back Cover Pages of
Prospectus.......................................... Inside Front Cover and Outside Back Cover
Pages of Prospectus
3. Summary Information and Risk Factors................ The Company; Risk Factors
4. Use of Proceeds..................................... Use of Proceeds
5. Determination of Offering Price..................... Outside Front Cover; Use of Proceeds
6. Dilution............................................ *
7. Selling Stockholders................................ Selling Stockholders
8. Plan of Distribution................................ Outside Front Cover Page; Risk Factors;
Plan of Distribution
9. Description of Securities to be Registered.......... *
10. Interest of Named Experts and Counsel............... Legal Matters
11. Material Changes.................................... Recent Houston, Texas City Ordinance
12. Incorporation by Reference of Certain Information... Documents Incorporated by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...................... Limitation on Director's Liability;
Indemnification

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

(*) None or Not Applicable
3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED APRIL 4, 1997

RICK'S CABARET INTERNATIONAL, INC.

380,000 SHARES OF COMMON STOCK

This Prospectus relates to the resale of 380,000 shares of common stock,
par value $0.01 per share (the "Common Stock"), of Rick's Cabaret International,
Inc. (the "Company") which may be offered and sold from time to time (the
"Stockholder Shares") by certain security holders of the Company (the "Selling
Stockholders"). The Selling Stockholders may from time to time sell all or any
portion of the Common Stock in the over-the-counter market, on any regional or
national securities exchange on which the Common Stock is listed or traded, in
negotiated transactions or otherwise, at prices then prevailing or related to
the then current market price or at negotiated prices. A current Prospectus must
be in effect at the time of the sale of the shares of Common Stock to which this
Prospectus relates. The Common Stock may be sold directly or through broker
dealers, or in a distribution by one or more underwriters on a firm commitment
or a best efforts basis. The Selling Stockholders and any broker-dealer who
participates in the distribution of the Common Stock may be deemed to be
Underwriters ("Underwriters") within the meaning of the Securities Act of 1933,
as amended (the "Act"). Any commission received by any broker-dealer and any
profit on resale of Common Stock purchased by them may be deemed to be
underwriting commission under the Act. The Company will not receive any proceeds
from the sale of the Common Stock offered hereby, but will incur certain
expenses in connection with this Offering. See, Use of Proceeds.

The Company's Common Stock is quoted on the National Association of
Securities Dealer's NASDAQ Small Cap Market automated quotation system under the
symbol "RICK". On March 31, 1997, the last closing bid price of the Company's
Common Stock as reported by the National Association of Securities Dealer's
NASDAQ Small Cap Market was $2.8125 per share bid.

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK, SEE THE "RISK FACTORS"
SECTION OF THIS PROSPECTUS BEGINNING ON PAGE 4.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of this Prospectus is April , 1997.
4

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER
PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO
ANY PERSON IN ANY STATE WHERE SUCH OFFER WOULD BE UNLAWFUL.

TABLE OF CONTENTS

SECTION PAGE
------- ----

Available Information....................................... 3
Documents Incorporated by Reference......................... 3
The Company................................................. 4
Risk Factors................................................ 4
Recent Houston, Texas City Ordinance........................ 9
Use of Proceeds............................................. 9
Plan of Distribution........................................ 9
Selling Stockholders........................................ 11
Limitations on Directors' Liability; Indemnification........ 12
Legal Matters............................................... 12
Experts..................................................... 12

2
5

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Company will provide without charge to each person who receives
a copy of this Prospectus, upon written or oral request, a copy of any
information that is incorporated by reference in this Prospectus (not including
exhibits to the information that is incorporated by reference unless the
exhibits are themselves specifically incorporated by reference). Such request
should be directed to Rick's Cabaret International, Inc., Attention of Robert L.
Watters, 3113 Bering Drive, Houston, Texas 77057, tel. (713) 785-0444.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Act with respect to the securities offered by this Prospectus.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and this offering, reference is made to the Registration
Statement, including the exhibits filed therewith, as well as such reports,
proxy statements and other information filed with the Commission, which may be
inspected without charge at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such
material may also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.

The Commission maintains a Web site on the Internet that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission. The address of the site is
http://www.sec.gov. Visitors to the site may access such information by
searching the EDGAR data base on the site.

DOCUMENTS INCORPORATED BY REFERENCE

The Company hereby incorporates by reference in this Prospectus (i) the
Company's Annual Report on Form 10-KSB for the fiscal year ended September 30,
1996; (ii) the Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended December 31, 1996; (iii) the Company's Report on Form 8-K dated October
22, 1996; and (iv) the description of the Company's Common Stock contained in
the Company's Form SB-2 dated October 12, 1995, including any amendments or
reports filed for the purpose of updating such description. All other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since September 30, 1996, are hereby incorporated herein by reference.

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference into this Prospectus.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or any other subsequently filed document which also is or is deemed
to be incorporated by reference modifies or replaces such statement.

3
6

THE COMPANY

The Company was organized in 1994 to acquire all of the outstanding capital
stock of Trumps, Inc. ("Trumps"), a Texas corporation formed in 1982. Since
1983, Trumps has operated Rick's Cabaret ("Rick's"), a premiere adult nightclub
offering topless entertainment in Houston, Texas. Rick's Cabaret, which caters
primarily to businessmen, has developed a clientele base which includes
professionals, business executives and other individuals who tend to entertain
more frequently than the average person and who tend to have greater disposable
income. From its inception, the Company's objective was to provide a first-class
entertainment environment for the business consumer. To achieve this goal and
reach its target market, Rick's created an attractive, yet discreet environment,
complimented by a first-class bar and restaurant operation conducive to
attracting businessmen and out-of-town convention clientele.

In February, 1996, the Company formed RCI Entertainment, Louisiana, Inc., a
Louisiana corporation, for the purpose of administering, operating, managing and
leasing its new location in New Orleans, Louisiana. The Company recently opened
its new facility in New Orleans which is located at 315 Bourbon Street. In
addition, the Company formed RCI Entertainment (Texas), Inc. in June, 1996, for
the purpose of acquiring 1.13 acres of land in Houston, Texas. The Company is
presently evaluating whether to build a new adult oriented nightclub at this
location within the next twelve to eighteen months.

RISK FACTORS

The Common Stock offered hereby is speculative and involves a high degree
of risk. In addition to the other information set forth in this Prospectus, each
prospective investor should carefully consider the following risk factors before
making an investment decision.

NECESSARY PERMITS -- RECENT HOUSTON CITY ORDINANCE

The Company currently has a Business Permit (the "Permit") to operate a
sexually oriented business ("Sexually Oriented Business") in Houston, Texas.
However, in January, 1997 the City Council of the City of Houston passed a
comprehensive new ordinance regulating the location of and the conduct within
Sexually Oriented Businesses. The new Ordinance, which will become fully
effective by mid 1997 establishes new distances that Sexually Oriented
Businesses may be located to schools, churches, playgrounds and other sexually
oriented businesses. There are no provisions in the Ordinance exempting
previously permitted sexually oriented businesses from the effect of the new
Ordinance. Rick's Cabaret at its original location at 3113 Bering Drive and its
proposed new location on the Southwest Freeway have both applied for new permits
under the new ordinance, but it appears likely that the original location and
possibly the new proposed location on the Southwest Freeway will be denied
permits. It is the intention of the Company to join with a number of other
sexually oriented businesses and to file suit against the City of Houston to
challenge the constitutionality of the new ordinance. The Company, along with
numerous other sexually oriented businesses will seek injunctive relief to halt
implementation of the new ordinance until such time as the matter can be brought
before a full and considered hearing. There are other provisions in the
ordinance, such as provisions governing the level of lighting in a sexually
oriented business, the distance between a customer and a dancer while the dancer
is performing in a state of nudity and provisions regarding the licensing of
dancers which may be detrimental to the conduct of business by the Company and
all of these provisions also will be the subject of the above mentioned
litigation.

The Company is presently in the process of selecting the legal counsel
which will represent the Company in this matter. No assurance can be given as to
the likelihood of the success of any litigation filed against the City of
Houston, but in the event that such litigation is unsuccessful the Company will
be able to take the benefit of an amortization provision contained in the new
ordinance designed to allow recovery of a business's investment and which will
allow the Company to continue in business at its present location during the
amortization period.

A dance hall permit is required for the operation of a discotheque in the
city of Houston. The dance hall permit is not a discretionary permit, but must
be granted by the city if the provisions of the applicable

4
7

ordinance are satisfied. A dance hall permit may be revoked or renewal may be
refused if certain criminal activities occur on the premises or if the person
listed as the applicant has committed certain named offenses. The loss of the
dance hall permit would have a material adverse effect on Rick's business,
financial condition and results of operations.

RISK OF ADULT NIGHTCLUB OPERATIONS

Historically, the adult entertainment, restaurant and bar industry has been
an extremely volatile industry. The industry tends to be extremely sensitive to
the general local economy, in that when economic conditions are prosperous,
entertainment industry revenues increase, and when economic conditions are
unfavorable, entertainment industry revenues decline. Coupled with this economic
sensitivity is the trendy personal preferences of the customers who frequent
adult cabarets. The Company continuously monitors trends in its customers'
tastes and entertainment preferences so that, if necessary, it can make
appropriate changes which will allow it to remain one of the premiere adult
cabarets. However, any significant decline in general corporate conditions or
uncertainties regarding future economic prospects that affect consumer spending
could have a material adverse effect on the Company's business. In addition,
Rick's has historically catered to a clientele base from the upper end of the
market. Accordingly, further reductions in the amounts of entertainment expenses
allowed as deductions from income under the Internal Revenue Code of 1954, as
amended, could adversely affect sales to customers dependent upon corporate
expense accounts.

FINANCIAL CONTROLS

A significant part of the revenues earned by the Company through its adult
nightclub operations will be collected in cash by full and part-time employees.
Comprehensive financial controls are required to minimize the potential loss of
revenue through theft or misappropriation of cash. To the extent that these
controls are not structured or executed properly, significant cash revenues
could be lost and profitability of the Company impaired. The Company believes
that it has implemented significant cash controls, including separating
management personnel from actually handling cash and utilizing a combination of
accounting and physical inventory control devices to deter theft and to ensure a
high level of security within its accounting practices and procedures.

COMPETITION

The adult topless club entertainment business is highly competitive with
respect to price, service and location, as well as the professionalism of the
entertainment. Rick's Cabaret in Houston competes with a number of locally-owned
adult cabarets, some of whose names may enjoy recognition that equals that of
Rick's. There are approximately 50 adult cabarets located in the Houston area of
which approximately 10 are in direct competition with the Company. In recent
years, Rick's has been among the highest adult nightclub in the Houston area in
alcoholic beverage sales, according to the information made available by the
Texas Alcoholic Beverage Commission. Although the Company believes that it is
well-positioned to compete successfully, there can be no assurance that Rick's
will be able to maintain its high level of name recognition and prestige within
the marketplace.

DEPENDENCE ON AND AVAILABILITY OF MANAGEMENT; MANAGEMENT OF GROWTH

The success of the Company is substantially dependent upon the time,
talent, and experience of Robert Watters, its President and Chief Executive
Officer. The Company has entered into a three-year employment agreement with Mr.
Watters which extends to December 31, 1997. Additionally, the Company has
obtained key-man life insurance on the life of Mr. Watters in the amount of
$3,000,000. The loss of the services of Mr. Watters would have a material
adverse impact on the Company and its business. In the event of Mr. Watters
unavailability or in the event that he should become temporarily disabled, the
Company believes that it presently has in place management systems and controls
which are sufficiently strong to enable it to run efficiently and effectively
until Mr. Watters' return or until a replacement could be found. No assurance
can be given, however, that a replacement for Mr. Watters could be located in
the event of his unavailability. Further, in order for the Company to expand its
business operations, it must continue to improve and expand the level

5
8

of expertise of its personnel and must attract, train and manage qualified
managers and employees to oversee and manage the expanded operations. The
Company's practice of training management without prior adult topless club
experience could result in a delay in the Company's anticipated growth plans due
to the time required to attract and train such qualified managers and employees.

KEY EMPLOYEES

The Company's success depends on maintaining a high quality of female
entertainers and waitresses. Competition for topless entertainers in the adult
entertainment business is intense. The lack of availability of quality,
personable, attractive entertainers or the Company's inability to attract and
retain other key employees, such as kitchen personnel and bartenders, could
adversely impact the business of the Company.

ABILITY TO MANAGE GROWTH

It is the intention of the Company to expand its existing business
operations by opening additional topless nightclubs in other metropolitan areas
under the trade name "Rick's Cabaret." The opening of additional topless
nightclubs will subject the Company to a variety of risks associated with
rapidly growing companies. In particular, the Company's growth may place a
significant strain on its accounting systems and internal controls and personal
overview of its day-to-day operations. Although management intends to ensure
that its internal controls remain adequate to meet the demands of further
growth, there can be no assurance that its systems, controls or personnel will
be sufficient to meet these demands. Inadequacies in these areas could have a
material adverse effect on Rick's business, financial condition and results of
operations.

PERMITS RELATING TO THE SALE OF ALCOHOL

Rick's derives a significant portion of its revenues from the sale of
alcoholic beverages. In Texas, the authority to issue a permit to sell alcoholic
beverages is governed by the Texas Alcoholic Beverage Commission (the "TABC"),
which has the authority, in its discretion, to issue the appropriate permits.
Rick's presently holds a Mixed Beverage Permit and a Late Hours Permit (the
"Permits"). These Permits are subject to annual renewal, provided Rick's has
complied with all rules and regulations governing the permits. Renewal of a
permit is subject to protest, which may be made by a law enforcement agency or
by a member of the general public. In the event of a protest, the TABC may hold
a hearing at which time the views of interested parties are expressed. The TABC
has the authority after such hearing not to issue a renewal of the protested
alcoholic beverage permit. While Rick's has never been subject to a protest
hearing against the renewal of its Permits, there can be no assurance that such
a protest could not be made in the future, nor can there be any assurance that
the Permits would be granted in the event such a protest was made. Other states
may have similar laws which may limit the availability of a permit to sell
alcoholic beverages or which may provide for suspension or revocation of a
permit to sell alcoholic beverages in certain circumstances. The temporary or
permanent suspension or revocations of either of the Permits or the inability to
obtain permits in areas of expansion would have a material adverse effect on the
revenues, financial condition and results of operations of the Company.

STATUS OF ENTERTAINERS AS INDEPENDENT CONTRACTORS

The Company believes its entertainers to be independent contractors and not
employees for federal income tax purposes and that the entertainers should be
treated as self-employed independent contractors under the income tax
withholding provisions of the Internal Revenue Code and under the Federal
Insurance Contributions Act and the Federal Unemployment Tax Act. In addition,
the Company believes the entertainers are independent contractors for purposes
of regulations administered by the United States Department of Labor. However,
the status of the entertainers as independent contractors is not free from
doubt. The Company has sought neither a ruling from either the Internal Revenue
Service or the Department of Labor nor an opinion of counsel as to the status of
its entertainers as independent contractors. After consultation with counsel,
the Company does not believe that it could obtain an opinion on this issue at a
cost which the Company would find acceptable. Moreover, the Company believes
that any such opinion, if obtained, would be of very limited value, given the
inherently factual nature of the issue. To the extent that a

6
9

determination were made that the entertainers are not independent contractors,
but rather are employees for tax or labor purposes, and a similar determination
were not made as to other adult cabarets, the Company could be at a competitive
disadvantage with other adult cabarets. Moreover, such a determination could
result in the imposition of penalties against the Company for its prior
treatment, the effect of which could be material. The Company is a member of the
Texas Entertainment Association, an organization composed of the largest adult
cabarets in Texas. One of the objectives of the Texas Entertainment Association
has been to keep the membership informed of changes in the law relating to the
status of entertainers as independent contractors and to coordinate the policies
of the major adult cabarets in an effort to ensure that changes in the policies
and procedures relating to the employment status of entertainers are made
uniformly by the entire adult industry in Texas. The Company presently intends
to change its treatment of its entertainers from independent contractors to
employees in the near future. The Company is working cooperatively with the
Texas Entertainment Association in an effort to achieve an orderly transition
within the entire industry.

EXISTING LITIGATION

The Company and Mr. Watters are presently involved in certain litigation.
In Dallas J. Fontenot v. Trumps, Inc. and Robert L. Watters, Cause No. 94-057144
in the 127th District Court of Harris County, Texas (the "Fontenot Lawsuit"),
Mr. Fontenot sued the Company and Mr. Watters for alleged breaches of an
Agreement entered into in April, 1993 among Mr. Fontenot, the Company and Mr.
Watters. Mr. Fontenot alleges that Mr. Watters and the Company have breached
this Agreement, but does not indicate the manner in which the breach has
occurred. The Company believes that it has fully complied with its obligations
under this Agreement. The litigation is in its initial stages and no trial date
has been set. The Company believes, after consultation with counsel, that it has
substantial defenses to the claims being asserted against it and that the risk
of material financial exposure to the Company is remote.

UNINSURED RISKS

The Company maintains insurance in amounts it considers adequate for
personal injury and property damage to which the business of the Company may be
subject. As of September 1996, the Company maintains personal injury liquor
liability insurance, however, there can be no assurance that the Company may not
be exposed to potential liabilities in excess of the coverage provided by
insurance, which liabilities may be imposed pursuant to the Texas "Dram Shop"
statute or similar "Dram Shop" statutes or common law theories of liability in
other states where the Company may expand. The Texas "Dram Shop" statute
provides a person injured by an intoxicated person the right to recover damages
from an establishment that wrongfully served alcoholic beverages to such person
if it was apparent to the server that the individual being sold, served or
provided with an alcoholic beverage was obviously intoxicated to the extent that
he presented a clear danger to himself and others. An employer is not liable for
the actions of its employee who overserves if (i) the employer requires its
employees to attend a seller training program approved by the TABC; (ii) the
employee has actually attended such a training program; and (iii) the employer
has not directly or indirectly encouraged the employee to violate the law. It is
the policy of Rick's to require that all servers of alcohol working at Rick's be
certified as servers under a training program approved by the TABC, which
certification gives statutory immunity to the sellers of alcohol from damage
caused to third parties by those who have consumed alcoholic beverages at such
establishment pursuant to the Texas Alcoholic Beverage Code. There can be no
assurance, however, that uninsured liabilities may not arise which could have a
material adverse effect on the Company.

CONTROL BY MANAGEMENT

The Chief Executive Officer and Chairman of the Board of the Company owns
approximately 37% of the outstanding Common Stock of the Company. As a result,
management will be able to influence the election of directors and otherwise
influence the affairs of the Company for the foreseeable future.

LIMITATIONS ON PROTECTION OF SERVICE MARKS

Rights of the Company to the tradenames "Rick's" and "Rick's Cabaret", are
established under the common law, based upon the Company's substantial and
continuous use of these trademarks in interstate

7
10

commerce since at least as early as 1987. "RICK'S AND STARS DESIGN" and "RICK'S
CABARET" logos are registered through service mark registrations issued by the
United States Patent and Trademark Office ("PTO").

There can be no assurance that these steps taken by the Company to protect
its Service Marks will be adequate to deter misappropriation of its protected
intellectual property rights. Litigation may be necessary in the future to
protect the Company's rights from infringement, which may be costly and time
consuming. The loss of the intellectual property rights owned or claimed by the
Company could have a material adverse affect on the Company.

POSSIBLE VOLATILITY OF COMMON STOCK PRICE

The market price of the Common Stock of the Company may be highly volatile,
as has been the case with the securities of many other small capitalization
companies. Additionally, in recent years, the securities markets have
experienced a high level of price and volume volatility and the market prices of
securities for many companies, particularly small capitalization companies, have
experienced wide fluctuations which have not necessarily been related to the
operating performances or underlying asset values of such companies. Securities
of issuers having relatively limited capitalization or securities recently
issued in a public offering are particularly susceptible to change based on
short-term trading strategies of certain investors.

NO CASH DIVIDENDS

The Company has never paid cash dividends on its Common Stock and the Board
of Directors does not anticipate paying cash dividends in the foreseeable
future. It currently intends to retain future earnings to finance the growth of
its business.

ANTI-TAKEOVER EFFECTS OF ISSUANCE OF PREFERRED STOCK

The Board of Directors has the authority to issue up to 1,000,000 shares of
Preferred Stock, $.10 par value per share, in one or more series, to fix the
number of shares constituting any such series, and to fix the rights and
preferences of the shares constituting any series, without any further vote or
action by the stockholders. The issuance of Preferred Stock by the Board of
Directors could adversely affect the rights of the holders of Common Stock. For
example, such issuance could result in a class of securities outstanding that
would have preferences with respect to voting rights and dividends and in
liquidation over the Common Stock, and could (upon conversion or otherwise)
enjoy all of the rights appurtenant to Common Stock. The Board's authority to
issue Preferred Stock could discourage potential takeover attempts and could
delay or prevent a change in control of the Company through merger, tender
offer, proxy contest or otherwise by making such attempts more difficult to
achieve or more costly. There are no issued and outstanding shares of Preferred
Stock; there are no agreements or understandings for the issuance of Preferred
Stock, and the Board of Directors has no present intention to issue Preferred
Stock.

LIMITATION ON DIRECTOR LIABILITY

The Company's Articles of Incorporation provide, as permitted by governing
Texas law, that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, with certain exceptions. These provisions may discourage
stockholders from bringing suit against a director for breach of fiduciary duty
and may reduce the likelihood of derivative litigation brought by stockholders
on behalf of the Company against a director. See, Limitation on Directors'
Liability; Indemnification.

8
11

RECENT HOUSTON, TEXAS CITY ORDINANCE

USE OF PROCEEDS

The Company will not receive any proceeds upon the resale of the Common
Stock by the Selling Stockholders. Selling Stockholders will not pay any of the
costs of this Offering.

PLAN OF DISTRIBUTION

The Selling Stockholders may, from time to time, sell all or a portion of
the Stockholder Shares in transactions (which may include block transactions) in
the over-the-counter market on any national or regional securities exchange in
which the Common Stock is listed or traded, in negotiated transactions or
otherwise, at prices then prevailing or related to the then current market price
or at negotiated prices. Resales by the purchasers of such shares may be made in
the same manner.

The Selling Stockholders may effect such transactions by selling their
securities directly to purchasers, through broker-dealers acting as agents for
the Selling Stockholders or to broker-dealers who may purchase shares as
principals and thereafter sell the securities from time to time in the
over-the-counter market, in negotiated transactions or otherwise. Such
broker-dealers, if any, may receive compensation in the form of discounts,
concessions or commissions from both the Selling Stockholders and/or the
purchasers for whom such broker-dealers may act as agents or to whom they may
sell as principals (which compensation as to a particular broker-dealer may be
in excess of customary commissions).

If the Company is notified by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of the
Common Stock, the Company would be required to amend the Registration Statement
of which this Prospectus is a part and file a Prospectus Supplement to describe
the agreements between the Selling Stockholder and such broker-dealer relating
to the distribution.

The Selling Stockholders and any broker-dealers participating in the
distribution of the Common Stock covered by this Prospectus may be deemed to be
"underwriters" (within the meaning of Section 2(11) of the

9
12

Act). Any commissions received by them, as well as any proceeds from any sales
as a principal by them, may be deemed to be underwriting discounts and
commissions under the Act.

The Company will pay certain costs and expenses incurred in connection with
the registration of the Stockholder Shares under the Act. The Company will not,
however, pay any commissions or any other fees in connection with the sale of
the Common Stock.

There is no assurance that the Selling Stockholders will sell any or all of
the Common Stock.

10
13

SELLING STOCKHOLDERS

The following table sets forth the name of each Selling Stockholder, the
number of shares of Common Stock offered by each Selling Stockholder, the number
of shares of Common Stock to be owned by each Selling Stockholder if all shares
were to be sold in the Offering and the percentage of the Company's outstanding
Common Stock that will be owned by each Selling Stockholder if all shares are
sold in the offering. The shares of Common Stock being offered hereby are being
registered to permit public secondary trading and the Selling Stockholders may
offer all or a portion of the shares for resale from time to time.

SHARES SHARES PERCENTAGE
OWNED SHARES OWNED AFTER OWNED AFTER
SELLING BEFORE OFFERED OFFERING IF ALL OFFERING IF ALL
STOCKHOLDER(1) OFFERING FOR SALE SHARES SOLD* SHARES SOLD
-------------- -------- -------- --------------- ---------------

Paul E. Bennet............................... 5,000 5,000 0 0%
Arthur L. Asch............................... 5,000 5,000 0 0%
Jack Gilbert................................. 10,000 10,000 0 0%
Harry Falterbauer............................ 20,000 20,000 0 0%
Austin A. Cooper............................. 10,000 10,000 0 0%
Sterling Capital LLC......................... 5,000 5,000 0 0%
Dan R. Balabon............................... 5,000 5,000 0 0%
Marc Granet.................................. 3,076 3,076 0 0%
Arnold S. Gale, IRA.......................... 5,000 5,000 0 0%
Barney R. Stephens........................... 20,000 20,000 0 0%
Larry J. Corneck............................. 10,000 10,000 0 0%
Irving J. Denmark............................ 5,000 5,000 0 0%
C.G. Chase Construction Co................... 10,000 10,000 0 0%
Stanley Snyder............................... 5,000 5,000 0 0%
Private Trust Corp. Ltd.
TTEE:New Amsterdam Investment Trust........ 5,000 5,000 0 0%
Nicholas Kratsios............................ 3,500 3,500 0 0%
Dan Signore.................................. 4,000 4,000 0 0%
Matt Tomaszewski............................. 15,000 15,000 0 0%
Thomas F. Polich............................. 5,000 5,000 0 0%
Julia A. Knight.............................. 3,500 3,500 0 0%
Jeffrey D. Gohd.............................. 2,000 2,000 0 0%
Lawrence C. Gibbs............................ 10,000 10,000 0 0%
Thad Thrash.................................. 1,000 1,000 0 0%
Nicholas B. Graziano 0
Revocable Family 0
Living Trust of 12-13-95................... 2,846 2,846 0 0%
Rock Fund(2)................................. 125,000 125,000 0 0%
Fidelity Holdings, LTD....................... 80,000 80,000 0 0%
Richard M. Hoffman........................... 5,000 5,000 0 0%

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

(*) Assumes no sales are effected by the Selling Stockholders during the
offering period other than pursuant hereto.

(1) Except as set forth below, no Selling Stockholder has held any position or
office, or has had any material relationship with the Company or any of its
affiliates within the past three years.

(2) Affiliates of the Rock Fund own an additional 119,600 shares of Common Stock
for a total of 244,600 shares.

11
14

LIMITATION ON DIRECTOR'S LIABILITY; INDEMNIFICATION

Texas law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. The Articles of the
Company limit the liability of directors of the Company (in their capacity as
directors but not in their capacity as officers) to the Company or its
stockholders to the fullest extent permitted by Texas law. Specifically,
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Article 2.41
under the Texas Business Corporation Act ("TBCA"), or (iv) for any transactions
from which the director derived an improper personal benefit, whether or not the
benefit resulted from an action taken in the person's official capacity. Section
2.41 of the TBCA relates to directors' liability for unlawful dividends and
stock issuances.

The inclusion of this provision in the Articles may have the effect of
reducing the likelihood of derivative litigation against directors, and may
discourage or deter stockholders or management from bringing a lawsuit against
directors for breach of their duty of care, even though such an action, if
successful, might otherwise have benefited the Company and its stockholders.

The Company's Articles provide for the indemnification of its executive
officers and directors, and the advancement to them of expenses in connection
with any proceedings and claims, to the fullest extent permitted by the TBCA
law. The Articles include related provisions meant to facilitate the
indemnitees' receipt of such benefits. These provisions cover, among other
things: (i) specification of the method of determining entitlement to
indemnification and the selection of independent counsel that will in some cases
make such determination, (ii) specification of certain time periods by which
certain payments or determinations must be made and actions must be taken, and
(iii) the establishment of certain presumptions in favor of an indemnitee.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a small
business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the small
business issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed on for the
Company by Axelrod Smith & Kirshbaum of Houston, Texas. Mr. Robert D. Axelrod
presently owns 2,000 shares of Common Stock of the Company and 20,000 Common
Stock Purchase Warrants.

EXPERTS

The consolidated balance sheets at September 30, 1996 and 1995 and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the years ended September 30, 1996 and 1995 of Rick's Cabaret
International, Inc. incorporated by reference into this Prospectus and
Registration Statement have been audited by Jackson & Rhodes P.C., independent
auditors, as set forth in their report, and are incorporated by reference in
reliance upon such report, given upon the authority of such firm as experts in
accounting and auditing.

12
15

PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered. The
expenses shall be paid by the Company.

SEC Registration Fee........................................ $ 323.87
Printing and Engraving Expenses............................. 2,500.00
Legal Fees and Expenses..................................... 7,500.00
Accounting Fees and Expenses................................ 1,000.00
Blue Sky Fees and Expenses.................................. 0.00
Transfer Agent Fees and Miscellaneous....................... 1,000.00
----------
Total............................................. $12,323.87

ITEM 15. LIMITATION ON DIRECTOR'S LIABILITY; INDEMNIFICATION

II-1
16

ITEM 16. EXHIBITS

The following exhibits are filed as part of this Registration Statement:

EXHIBIT
NO. IDENTIFICATION OF EXHIBIT
------- -------------------------

4.1 -- Form of Registration Rights Agreement.
4.2 -- The Company's Articles of Incorporation, which are
incorporated by reference to the Company's Form SB-2
Exhibit 3.1 as effective with the Commission on October
12, 1995.
4.3 -- The Company's By-laws, which are incorporated by
reference to the Company's Form SB-2 Exhibit 3.2 as
effective with the Commission on October 12, 1995.
4.4 -- Specimen of the Company's common stock certificate, which
is incorporated by reference to the Company's Form SB-2
Exhibit 4.1 as effective with the Commission on October
12, 1995.
4.5 -- Instruments defining the rights of security holders,
which are incorporated by reference to the Company's Form
SB-2 Exhibit 4.2 as effective with the Commission on
October 12, 1995.
5.1 -- Opinion of Axelrod, Smith & Kirshbaum
23.1 -- Consent of Axelrod, Smith & Kirshbaum (Included in
Exhibit 5.1)
23.2 -- Consent of Jackson & Rhodes P.C.
27.1 -- Financial Data Schedule, which is incorporated by
reference to the Company's Quarterly Report on Form
10-QSB for the fiscal quarter ended December 31, 1996
filed with the Commission on February 14, 1997.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

iii. To include any additional or changed material information with
respect to the plan of distribution.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) i. That, for the purpose of determining liability under the
Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act of 1933 shall be deemed to be
part of this registration statement as of the time it was
declared effective.

II-2
17

ii. That, for the purpose of determining liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-3
18

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Houston,
State of Texas on March 11, 1997.

RICK'S CABARET INTERNATIONAL, INC.

By: /s/ ROBERT L. WATTERS
----------------------------------
Robert L. Watters, Chairman of the
Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 11, 1997.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ ROBERT L. WATTERS Chairman of the Board, Chief March 11, 1997
- ----------------------------------------------------- Executive Officer, and Director
Robert L. Watters

/s/ ERICH NORTON WHITE Director and Executive Vice March 11, 1997
- ----------------------------------------------------- President
Erich Norton White

/s/ SCOTT C. MITCHELL Director March 11, 1997
- -----------------------------------------------------
Scott C. Mitchell

/s/ MARTIN SAGE Director March 15, 1997
- -----------------------------------------------------
Martin Sage

/s/ ROBERT GARY WHITE Chief Financial Officer and March 11, 1997
- ----------------------------------------------------- Principal Accounting Officer
Robert Gary White

II-4
19
INDEX TO EXHIBITS

EXHIBIT
NO. IDENTIFICATION OF EXHIBIT
------- -------------------------