RICK'S CABARET INTERNATIONAL, INC.
10959 CUTTEN ROAD
HOUSTON, TEXAS 77066
May 25, 2006
BY FAX: 202-772-9202
U.S. Securities and Exchange Commission
Office of Structured Finance and
Transportation and Leisure
Attn: Letty G. Lynn
Mail Stop 3561
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: RICK'S CABARET INTERNATIONAL, INC.
POST EFFECTIVE AMENDMENT TO
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FORM SB-2 REGISTRATION STATEMENT
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(Commission File No. 333-127799)
As Filed on May 16, 2006 and amended on May 23, 2006
Dear Ms. Lynn:
On behalf of Rick's Cabaret International, Inc. (the "Company"), I hereby
request that the effectiveness of the Post-Effective Amendments No. 1 and No. 2
to the Registration Statement of the Company as referred to above be accelerated
to Friday, May 26, 2006.
The Company acknowledges the following:
- Should the Commission or the staff, acting by delegated
authority, declare the registration statement effective, it
does not foreclose the Commission from taking any action on
the registration statement.
- The action of the Commission or the staff, acting by
delegated authority in declaring the registration statement
effective, does not relieve the Company from its full
responsibility for the accuracy of the registration
statement's disclosure.
- The Company may not assert the action of the Commission
or the staff acting by delegated authority in declaring the
registration statement effective as a defense in an
proceedings initiated by the Commission or any person under
the United States' federal securities laws.
If you have any questions or need any additional information, please
contact me at your earliest convenience. I thank you in advance for your
attention to this matter.
Very truly yours,
/s/ Eric Langan
Eric Langan
President and Chief Executive Officer