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]



                       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

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