RUBY TUESDAY INC
10-Q, 1997-04-15
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                               UNITED STATES    
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                FORM 10-Q 

 X  	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE    
    	SECURITIES EXCHANGE ACT OF 1934


               For the quarterly period ended  March 1, 1997         
                                  OR
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to               

                    	Commission file number   1-12454     

                            RUBY TUESDAY, INC.
             (Exact name of registrant as specified in charter)
        GEORGIA                              63-0475239         
(State of incorporation or            (I.R.S. Employer identifi-
 organization)                         cation no.)

    		4721 Morrison Drive
     		P.O. Box 160266
       		Mobile, AL                                    36625  
(Address of principal executive offices)             (Zip Code)
Registrant's telephone number, including area code: (334)344-3000

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X .  No   .

                        17,809,566            
(Number of shares of $0.01 par value common stock outstanding as of April 11,
1997.)

                  Exhibit Index appears on page 13.


                             INDEX
									                                      PAGE
                                              NUMBER
PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS AS OF         
MARCH 1, 1997 AND JUNE 1, 1996.................. 3

CONSOLIDATED STATEMENTS OF INCOME FOR 
THE THIRTEEN AND THIRTY-NINE WEEKS ENDED 
MARCH 1, 1997 AND MARCH 2, 1996................. 4 
  

CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE THIRTY-NINE WEEKS ENDED
MARCH 1, 1997 AND MARCH 2, 1996................. 5

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS...................................... 6-7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 
        OF FINANCIAL CONDITION AND RESULTS  
        OF OPERATIONS........................... 7-11

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS....................... 12  

ITEM 2. CHANGES IN SECURITIES................... NONE 
  

ITEM 3. DEFAULTS UPON SENIOR SECURITIES......... NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF 
        SECURITY HOLDERS........................ NONE 

ITEM 5. OTHER INFORMATION....................... NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K........ 12  
 

SIGNATURES...................................... 12 
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
ITEM 1
RUBY TUESDAY, INC. 
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT PER-SHARE DATA) 
                                                                    
                                                                    
                                                    
                                                                 
<CAPTION>
                                                                  March 1,           June 1,
                                                                   1997              1996     
                                                                (UNAUDITED)       (AUDITED)

<S>                                                              <C>               <C>
CURRENT ASSETS:
      Cash and short-term investments..................          $  9,216          $  7,139
      Receivables - trade and other....................             3,979             2,040
      Inventories......................................             9,075             8,681
      Prepaid expenses.................................            10,057            12,410 
      Deferred income tax benefits.....................             4,313             2,988  
        Total current assets...........................            36,640            33,258  

PROPERTY AND EQUIPMENT - at cost.......................           497,077           443,475
      Less accumulated depreciation....................          (155,955)         (129,937) 
                                                                  341,122           313,538 

COSTS IN EXCESS OF NET ASSETS ACQUIRED.................            20,562            21,058   
OTHER ASSETS...........................................            15,822            13,262  

          TOTAL ASSETS.................................          $414,146          $381,116  

LIABILITIES & SHAREHOLDERS' EQUITY                                  
                                                                                 
CURRENT LIABILITIES:
      Accounts payable.................................          $ 29,763          $ 26,386
      Short-term borrowings............................             8,480             6,001
      Accrued liabilities:
        Taxes, other than income taxes.................             9,506            10,602
        Payroll and related costs......................             9,265             6,917
        Insurance......................................             8,612             7,478
        Rent and other.................................            12,279             9,112
      Current portion of notes and mortgages payable...               100                95  
          Total current liabilities....................            78,005            66,591  

NOTES AND MORTGAGES PAYABLE............................            71,032            76,108
DEFERRED INCOME TAXES..................................            12,743             8,232
OTHER DEFERRED LIABILITIES.............................            35,426            32,842
SHAREHOLDERS' EQUITY:
   Common stock, $0.01 par value;(authorized 50,000
      shares; issued 17,732 @ 3/1/97; 17,598 @ 6/01/96)               177               176
      Capital in excess of par value...................             3,344             1,762
      Retained earnings................................           216,024           198,354  
                                                                  219,545           200,292
      Less common stock held by Deferred Compensation 
       Plan - at cost(122 shares @ 3/1/97; 134 shares
       @ 6/01/96)......................................            (2,605)           (2,949) 
                                                                  216,940           197,343  
          TOTAL LIABILITIES & SHAREHOLDERS' EQUITY.....          $414,146          $381,116  

The accompanying notes are an integral part of the consolidated financial statements
</TABLE>
</PAGE>
<PAGE>
<TABLE>
RUBY TUESDAY, INC. 
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER-SHARE DATA)
(UNAUDITED)



<CAPTION>
                                          Thirteen Weeks Ended            Thirty-Nine Weeks Ended    
                                       March 1, 1997  March 2, 1996     March 1, 1997  March 2, 1996 


<S>                                         <C>            <C>              <C>           <C>
   Revenues.............................    $172,605       $163,957         $486,205      $461,922 

Operating costs and expenses:
     Cost of merchandise................      46,464         44,848          131,729       126,879 
     Payroll and related costs..........      54,985         53,872          158,045       155,765
     Other, net.........................      36,349         34,802          105,407       100,327
     Selling, general and administrative      11,424          9,440           32,162        30,301 
     Depreciation.......................       9,693          8,845           28,378        25,642
     Loss on impairment of assets.......                     25,881                         25,881
     Restructure charges................                      5,257                          5,257
     Interest expense, net..............         919          1,993            3,088         3,515  
                                             159,834        184,938          458,809       473,567  
   Income (loss) from continuing       
    operations before income taxes......      12,771        (20,981)          27,396       (11,645)   
   Provision (benefit) for income taxes.       4,536         (8,142)           9,726        (5,104)
 
   Income (loss) from continuing                                    
    operations.........................        8,235        (12,839)          17,670        (6,541) 
   Loss from discontinued operations,
     net of applicable income taxes.....                    (12,114)                        (2,222) 
                  
   Net income (loss)....................    $  8,235       $(24,953)        $ 17,670      $ (8,763)                      
Earnings (loss) per common and common
   equivalent share:
    Continuing operations..............     $   0.46       $  (0.73)         $  0.99       $ (0.37)
    Discontinued operations............                       (0.68)                         (0.13)  
   Earnings (loss) per common and common 
     equivalent share..................     $   0.46       $  (1.41)        $   0.99       $ (0.50)                      
Weighted average common and common
     equivalent shares.................       17,848         17,520           17,881        17,645  

The accompanying notes are an integral part of the consolidated financial statements
</TABLE>
</PAGE>
<PAGE>
<TABLE>

RUBY TUESDAY, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

<CAPTION>
                                                         Thirty-Nine Weeks Ended  
                                                         March 1,       March 2,
                                                           1997           1996    
<S>                                                      <C>            <C>
Operating Activities:                                               
Income from continuing operations.................       $ 17,670       $ (6,541) 
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation....................................         28,378         25,642
  Loss on impairment of assets....................                        25,881
  Amortization of intangibles.....................            550            520 
  Deferred income taxes...........................            963         (9,526) 
  Loss on disposition of assets...................            800          3,034
  Other, net......................................                          (391)
Changes in operating assets and liabilities:
     Increase in receivables......................         (1,939)          (977)
     Increase in inventories......................           (394)        (1,082)
     Decrease in prepaid and other assets.........          1,697          1,497
     Increase in accounts payable,
      accrued and other liabilities...............         11,270         10,898
     Increase/(decrease) in income taxes payable..          4,888         (5,548)  
Cash provided by continuing operations............         63,883         43,407
Cash provided by discontinued operations..........                        10,030  
  Net cash provided by operating activities.......         63,883         53,437  

Investing Activities:
Purchases of property and equipment...............        (58,702)       (94,075)
Proceeds from disposal of assets..................             78          2,828
Other, net........................................         (2,517)        (4,953)
Discontinued operations investing activities, net.                       (14,448) 
  Net cash used by investing activities...........        (61,141)      (110,648) 

Financing Activities:
Proceeds from long-term debt......................                        42,102
Net change in short-term borrowings...............          2,479            883
Principal payments on long-term debt .............         (5,071)           (65)
Proceeds from issuance of stock, including 
  treasury stock..................................          2,868          2,078  
Change in RTI stock held by Deferred
 Compensation Plan................................            344          1,189  
Stock repurchases.................................         (1,285)          (700) 
Dividends paid....................................                        (9,385)
Discontinued operations financing activities, net.                        20,609  
  Net cash provided by financing activities.......           (665)        56,711   
Increase in cash and short-term investments.......          2,077           (500)    
Cash and short-term investments:
  Beginning of year...............................          7,139          5,957  
  End of quarter..................................       $  9,216       $  5,457  

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
</PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have 
been prepared in accordance with the instructions to Form 10-Q and 
do not include all of the information and footnotes required by 
generally accepted accounting principles for complete financial 
statements.  The statements should be read in conjunction with the 
notes to the consolidated financial statements included in Ruby 
Tuesday, Inc.'s annual report for the fiscal year ended June 1, 
1996. The accompanying unaudited consolidated financial statements 
reflect all adjustments for normal recurring accruals. These 
adjustments are necessary, in the opinion of management, for a fair 
presentation of the financial position, the results of operations 
and the cash flows for the interim periods presented. The results of 
operations for the interim periods reported herein are not 
necessarily indicative of results to be expected for the full year. 
 
NOTE B - DISCONTINUED OPERATIONS
On March 7, 1996, the shareholders of Morrison Restaurants Inc. 
("Morrison") approved the distribution of its family dining 
restaurant business (Morrison Fresh Cooking, Inc. ("MFCI")) and its 
health care food and nutrition services business (Morrison Health 
Care, Inc. ("MHCI")) to its shareholders effective March 9, 1996. As 
of the distribution date, the Company has no ownership interest in 
either MFCI or MHCI, except for stock held in connection with 
employee benefit plans.  In accordance with Accounting Principles 
Board Opinion No. 30, the financial results of these two businesses, 
together referred to as the Morrison Group, are reported as 
discontinued operations. 

NOTE C - ASSET IMPAIRMENT/RESTRUCTURE CHARGES
In the third quarter of fiscal 1996, the Board of Directors of the 
Company approved the closing of ten Ruby Tuesdays, four Mozzarella's 
and two Tia's restaurants based upon management's review of negative 
cash flow and operating loss units and other considerations. A 
charge of $13.4 million was recorded at that time, consisting of a 
$10.0 million loss on impairment of assets (net of an assumed 
salvage value of $0.9 million), and $3.4 million for the settlement 
of the related lease obligations. Subsequently, a decision was made 
to keep two of the units open because of operational improvements at 
these units.  As of March 1, 1997, all of the remaining 14 units 
have been closed. During the quarter, the Company paid approximately 
$0.6 million in lease obligations and settlement costs relating to 
these units which have been closed.  As of March 1, 1997, $3.2 
million of the lease settlement reserve remains. At March 1, 1997, 
the remaining recorded salvage value was $0.1 million.

NOTE D - SUBSEQUENT EVENTS
On April 4, 1997 the Board of Directors authorized the additional 
repurchase of up to 1.0 million shares of Company stock, bringing 
the total shares available for repurchase at that date to 
approximately 2.0 million.  In addition, the Company's Board of 
Directors approved a dividend policy that calls for payment of semi-
annual dividends of approximately $3.0 million annually with the 
first dividend payment expected to be paid in the third quarter of 
fiscal 1998.

ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

General
The Company reported net income from continuing operations of $8.2 
million for the thirteen weeks ended March 1, 1997 compared to 
($12.8) million for the corresponding period of the prior year. 
Year-to-date income from continuing operations increased to $17.7 
million for the thirty-nine weeks ended March 1, 1997 compared to 
($6.5) million in 1996.

In the third quarter of fiscal 1996, the Board of Directors of the 
Company approved the closing of ten Ruby Tuesdays, four Mozzarella's 
and two Tia's restaurants based upon management's review of negative 
cash flow and operating loss units and other considerations. A 
charge of $13.4 million was recorded at that time, consisting of a 
$10.0 million loss on impairment of assets (net of an assumed 
salvage value of $0.9 million), and $3.4 million for the settlement 
of the related lease obligations. Subsequently, a decision was made 
to keep two of the units open because of operational improvements at 
these units.  As of March 1, 1997, all of the remaining 14 units 
have been closed. During the quarter, the Company paid approximately 
$0.6 million in lease obligations and settlement costs relating to 
these units which have been closed.  As of March 1, 1997, $3.2 
million of the lease settlement reserve remains. At March 1, 1997, 
the remaining recorded salvage value was $0.1 million.

Results of Operations
The following table sets forth selected restaurant operating data as 
a percentage of revenues for the periods indicated.  All information 
is derived from the consolidated financial statements of the Company 
included herein.
                                                                    
                                            Thirty-Nine Weeks Ended     
                                             March 1,        March 2,  
                                               1997           1996  

Revenues................................      100.0%         100.0% 
Operating costs and expenses:
     Cost of merchandise................       27.1           27.5 
     Payroll and related costs..........       32.5           33.7
     Other, net.........................       21.7           21.7 
     Selling, general and administrative        6.6            6.6 
     Depreciation.......................        5.8            5.5
     Loss on impairment of assets.......                       5.6
     Restructure charges................                       1.1
     Interest expense, net..............        0.7            0.8  
     
                                               94.4          102.5  
 
Income (loss)from continuing       
     operations before income taxes.....        5.6           (2.5)
Provision (benefit) for income taxes....        2.0           (1.1) 
 
Income from continuing operations.......        3.6           (1.4) 
Income from discontinued operations, 
     net of applicable income taxes.....                      (0.5) 
 
Net income (loss).......................        3.6%          (1.9)% 
                              

The following table shows year-to-date restaurant openings, 
closings, and total restaurants as of the end of the third quarter.
                          Year-to-date   Year-to-date    Total Open at End
                            Openings        Closings      of Third Quarter 
                         Fiscal  Fiscal  Fiscal  Fiscal   Fiscal  Fiscal
                          1997    1996    1997    1996     1997    1996  

  Ruby Tuesday             23      38       5      11       319     302
  Mozzarella's              2       5       0       3        48      46
  Tia's                     2       4       1       0        19      18
	


The Company estimates that approximately seven additional Ruby 
Tuesdays and one Tia's unit will be opened during the remainder of 
fiscal 1997.

Company Restaurant Sales

Company revenues from continuing operations increased $8.6 million 
or 5.3% to $172.6 million for the quarter and increased $24.3 
million or 5.3% to $486.2 million for the thirty-nine weeks ended 
March 1, 1997.   The sales increase is the result of a net addition 
of 20 units (see previous chart) and positive same store sales for 
the quarter. 

Cost of Merchandise, Payroll and Related Costs and Other Operating Costs
Cost of merchandise of continuing operations increased in dollar 
amounts for both the quarter and year-to-date periods.  Cost of 
merchandise for the quarter increased $1.6 million to $46.5 million 
and $4.9 million to $131.7 million for the thirty-nine weeks ended 
March 1, 1997.  These costs, however, decreased as a percentage of 
revenues.  This decrease is attributable to a new menu implemented 
during second quarter which resulted in lower food costs; 
improvement in rebates and volume discounts;  and increased focus 
regarding food cost management at the unit level.

Payroll and related costs for the quarter and thirty-nine weeks 
ended March 1, 1997 increased 2.1% and 1.5%, respectively, compared 
to the same periods of fiscal 1996. Payroll and related expenses 
decreased as a percentage of revenues for both the thirteen and 
thirty-nine weeks ended March 1, 1997. The decrease is primarily 
attributable to management labor reductions made in an effort to 
more accurately match the number of managers needed for each unit to 
unit volume levels and fewer unit openings compared to the prior 
year.

While other operating costs increased in dollar amounts for both the 
quarter and year-to-date periods, they remained relatively constant 
as a percentage of revenues.

Selling, general and administrative expenses increased in dollar 
amounts and as a percentage of revenues for the quarter ended March 
1, 1997 compared to the same quarter last year.  The increase is due 
to additional advertising expense incurred related to several 
promotional projects, including the "Neighborhood Introduction 
Program", a couponing promotion which began during the third quarter 
of fiscal 1997.  Selling, general, and administrative expenses 
increased in dollar amounts but remained constant as a percentage of 
revenues for the thirty-nine weeks ended March 1, 1997 compared to 
the same period last year.

Depreciation expense increased $0.8 million (9.6%) and $2.7 million 
(10.7%) for the quarter and thirty-nine weeks ended March 1, 1997, 
respectively.  The increase is due to the net addition of 20 
restaurants and the effect of recent information technology 
expenditures. 

Interest Expense (net of Interest Income)
Net interest expense decreased $1.1 million to $0.9 million for the 
quarter and $0.4 million to $3.1 million for the thirty-nine weeks 
ended March 1, 1997 compared to the same periods of the prior year. 
The decrease for the year-to-date period is primarily due to 
reductions in Company borrowings.

Income Taxes
The effective income tax rate on continuing operations for both the 
thirteen and thirty-nine weeks  ended March 1, 1997 was 35.5% 
compared to 38.8% and 43.8%, respectively, for the same periods of 
the prior year. Excluding the effects of asset impairment and 
restructure charges, the effective income tax rate for the thirty-
nine weeks ended March 2, 1996 was 35.2%.  The year-to-date 
effective rate increased due to a decrease in the Targeted Jobs Tax 
Credit.

Earnings per Share
Earnings per share are based on the weighted average number of 
shares outstanding during each quarter and are adjusted for the 
assumed conversion of shares issuable upon exercise of options, 
after the assumed repurchase of common shares with the related 
proceeds.  The difference between primary and fully diluted weighted 
average shares reflects the maximum extent of potential dilution 
that conversions of shares could create.   


LIQUIDITY AND CAPITAL RESOURCES
Total assets at March 1, 1997 were $414.1 million, a $33.0 million 
increase from $381.1 million as of the prior fiscal year end. Net 
property and equipment increased $27.6 million from June 1, 1996.  
The increase was primarily the net result of capital expenditures of 
$58.7 million, offset by reductions in net property and equipment 
resulting from depreciation expense ($28.4 million), retirements 
($0.9 million) and an increase in other ($0.3 million).   In 
addition, the Company made the decision to sell certain land held 
rather than develop those locations. As a result, net property and 
equipment decreased approximately $2.1 million as this amount was 
reclassified into current assets as an investment. The Company 
anticipates that during the remainder of fiscal 1997, capital 
expansion will be financed primarily by funds generated by 
operations with minimal incremental financing from borrowings on 
lines of credit when necessary.

Total liabilities at March 1, 1997 were $197.2 million, a $13.4 
million increase from $183.8 million as of the end of the prior 
fiscal year. At March 1, 1997 the Company had $70.0 million in 
borrowings outstanding under its five-year credit facility. Long-
term borrowings of continuing operations decreased $5.0 million from 
the end of the prior fiscal year primarily as a result of a shift to 
borrowings under the Company's lines of credit.  The weighted 
average interest rate on these long-term borrowings and lines of 
credit was 5.93% during the quarter.

In addition, at March 1, 1997, the Company had committed lines of 
credit amounting to $25.0 million (of which $16.5 million remained 
available at March 1, 1997) and non-committed lines of credit 
amounting to $15.0 million with various banks at varying interest 
rates.  These lines are subject to periodic review by each bank and 
may be canceled by the Company at any time.

Accounts payable increased $3.4 million from the prior fiscal year-
end primarily due to an increase in the accrual for construction 
invoices coupled with increases attributable to the normal growth in units.



KNOWN EVENTS, UNCERTAINTIES AND TRENDS

Financial and Stock Repurchase Plans
The Board of Directors adopted, on March 30, 1994, a financial 
strategy that placed more emphasis on debt management and 
established a target capital structure which utilizes a prudent 
amount of debt to minimize the weighted average cost of capital 
while allowing the Company to maintain financial flexibility and  
the equivalent of an investment-grade (BBB) bond rating.  This 
financial strategy sets a target debt-to-capital ratio of 60%, 
including operating leases.  The strategy also provides for 
repurchasing Company stock whenever cash flow exceeds funding 
requirements while maintaining the target capital structure.  
Accordingly, the Board approved the repurchase of additional stock 
which brought the total authorized for repurchase at that time to 
2.3 million shares.  On April 4, 1997, the Board of Directors 
renewed its commitment to this strategy and authorized the 
repurchase of an additional 1.0 million shares bringing the total 
shares available for repurchase to approximately 2.0 million shares. 
  The Company intends to continue to periodically repurchase stock 
under its stock repurchase programs.

New Accounting Standards
In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, "Earnings per Share", which is required to be 
adopted on December 31, 1997.  At that time, the Company will be 
required to change the method currently used to compute earnings per 
share and to restate all prior periods.  Under the new requirements 
for calculating primary earnings per share, the dilutive effect of 
stock options will be excluded.  The impact is expected to result in 
an increase in primary earnings per share for the quarter ended 
March 1,1997 of $0.01 per share.  The Company has not yet determined 
what the impact of Statement 128 will be on the calculation of fully 
diluted earnings per share.

Cash Dividend
On April 4, 1997, the Board of Directors approved a dividend policy 
that provides for payment of semi-annual cash dividends of 
approximately $3.0 million annually.  The Company expects to pay the 
first dividend in the third quarter of fiscal 1998.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
The foregoing sections contain various "forward-looking" statements 
which represent the Company's expectations or beliefs concerning 
future events, including the following: statements regarding unit 
growth and future capital expenditures.  The Company cautions that a 
number of important factors could, individually or in the aggregate, 
cause actual results to differ materially from those included in the 
forward-looking statements including, without limitation, the 
following: consumer spending trends and habits; mall-traffic trends; 
increased competition in the casual dining restaurant market; 
weather conditions in the regions of the country in which the 
Company operates restaurants; consumers' acceptance of the Company's 
development concepts; and laws and regulations affecting labor and 
employee benefit costs.

PART II - OTHER INFORMATION
ITEM 1
LEGAL PROCEEDINGS
The Company is, from time to time, party to ordinary, routine 
litigation incidental to its business.  In the opinion of 
management, the ultimate resolution of all pending legal proceedings 
will not have a material adverse effect on the Company's business, 
financial position, results of operations or liquidity. 

ITEM 6

EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS
The following exhibits are filed as part of this report:

Exhibit
 No.  
 11	Computation of Primary and Fully Diluted Earnings Per Share  

 27	Financial Data Schedule

REPORTS ON FORM 8-K
None

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 thereunto duly authorized.


                                           Ruby Tuesday, Inc.      
                                            (Registrant)
	


 4/15/97                           /s/ J. RUSSELL MOTHERSHED
 DATE                                  J. RUSSELL MOTHERSHED
                                       Senior Vice President and 
                                       Chief Financial Officer



EXHIBIT INDEX
                                          
Exhibit
Number 	                                      Description       
                               


11		Computation of Primary and Fully Diluted Earnings Per Share         

27		Financial Data Schedule








ITEM 6.(a)
EXHIBIT 11: COMPUTATION OF EARNINGS PER SHARE
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                            THIRTEEN WEEKS ENDED     THIRTY-NINE WEEKS ENDED    
                                         MAR. 1, 1997 MAR. 2, 1996   MAR. 1,1997 MAR. 2,1996  

PRIMARY EARNINGS PER COMMON AND 
  COMMON EQUIVALENT SHARE

<S>                                           <C>          <C>           <C>          <C>
Average common shares outstanding......       17,669       17,302        17,615       17,286

Average additional common shares 
  issuable on exercise of dilutive 
  stock options (computed by use of 
  the "treasury stock method", at the 
  average market price)................          179          218           266          359  

                   TOTALS..............       17,848       17,520        17,881       17,645  

Net Income:
Continuing operations..................     $  8,235     $(12,839)     $ 17,670     $ (6,541)
Discontinued operations................                   (12,114)                    (2,222)
                                            $  8,235     $(24,953)     $ 17,670     $ (8,763)

Primary earnings per common and 
  common equivalent share:
Continuing operations..................     $   0.46     $  (0.73)     $   0.99     $  (0.37) 
Discontinued operations................                     (0.68)                     (0.13) 
                                            $   0.46     $  (1.41)     $   0.99     $  (0.50)
</TABLE>
                                          
                                                      

ITEM 6.(a) (continued)
EXHIBIT 11: COMPUTATION OF EARNINGS PER SHARE
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                            THIRTEEN WEEKS ENDED     THIRTY-NINE WEEKS ENDED    
                                         MAR. 1, 1997 MAR. 2, 1996   MAR. 1,1997 MAR. 2,1996  

FULLY DILUTED EARNINGS PER COMMON AND
  COMMON EQUIVALENT SHARE

<S>                                           <C>          <C>           <C>          <C>
Average common shares outstanding......       17,669       17,302        17,615       17,286

Average additional common shares 
  issuable on exercise of dilutive 
  stock options (computed by use of 
  the "treasury stock method", at the 
  higher of period-end or average 
  market price)........................          179          369           266          310  

                   TOTALS..............       17,848       17,671        17,881       17,596  
 
Net Income:
Continuing operations..................     $  8,235     $(12,839)     $ 17,670     $ (6,541)
Discontinued operations................                   (12,114)                    (2,222)
                                            $  8,235     $(24,953)     $ 17,670     $ (8,763)


Fully diluted earnings per common and
  common equivalent share:
Continuing operations..................     $   0.46     $  (0.73)     $   0.99     $  (0.37)
Discontinued operations................                     (0.68)                     (0.13)
                                            $   0.46     $  (1.41)     $   0.99     $  (0.50)
</TABLE>

 

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RUBY
TUESDAY, INC. FINANCIAL STATEMENTS AS OF AND FOR THE PERIOD ENDED MARCH 1,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                                       <C>
<PERIOD-TYPE>                              9-MOS                   
<FISCAL-YEAR-END>                          MAY-31-1997
<PERIOD-END>                               MAR-01-1997
<CASH>                                           9,216
<SECURITIES>                                         0
<RECEIVABLES>                                    3,979  
<ALLOWANCES>                                         0
<INVENTORY>                                      9,075
<CURRENT-ASSETS>                                36,640
<PP&E>                                         497,077
<DEPRECIATION>                                 155,955
<TOTAL-ASSETS>                                 414,146
<CURRENT-LIABILITIES>                           78,005
<BONDS>                                         71,032
                                0
                                          0
<COMMON>                                           177
<OTHER-SE>                                     216,763
<TOTAL-LIABILITY-AND-EQUITY>                   414,146
<SALES>                                        485,849
<TOTAL-REVENUES>                               486,205
<CGS>                                          131,729
<TOTAL-COSTS>                                  323,992
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,088
<INCOME-PRETAX>                                 27,396
<INCOME-TAX>                                     9,726
<INCOME-CONTINUING>                             17,670
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    17,670
<EPS-PRIMARY>                                    $0.99
<EPS-DILUTED>                                    $0.99
        

</TABLE>


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