SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12 )*
Ruby Tuesday, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
781182-10-0
(CUSIP Number)
________________
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act, but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 781182-10-0 13G
1) Names of Reporting Persons/S.S. or I.R.S. Identification
Nos. of Above Persons: ARTHUR R. OUTLAW/###-##-####
2) Check the Appropriate Box if a Member of a Group:
(a) [ ]___________________________________________________
(b) [ ]___________________________________________________
3) SEC Use Only:
4) Citizenship or Place of Organization: United States of America
Number of Shares (5) Sole Voting Power: 825,222
Beneficially
Owned by (6) Shared Voting Power: *None
Each Report- (7) Sole Dispositive Power: 825,222
ing Person
With (8) Shared Dispositive Power: *None
9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 825,222
10) Check if the Aggregate Amount in row (9) Excludes Certain
Shares (See Instructions): [X] See Item 4
11) Percent of Class Represented by Amount in Row 9: 2.5%
12) Type of Reporting Person (See Instructions): IN
Item 1(a). Name of Issuer:
Ruby Tuesday, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
150 West Church Avenue
Maryville, TN 37801
Item 2(a). Name of Person Filing:
Arthur R. Outlaw
Item 2(b). Address of Principal Business Office or, if None, Residence:
4721 Morrison Drive
Mobile, AL 36609
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
$.01 Par Common
Item 2(e). CUSIP Number:
781182-10-0
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b) or (c), check whether the person is filing is a:
N/A
Item 4. Ownership:
(a) Amount beneficially owned: 825,222
(b) Percent of class: 2.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 825,222
(ii) Shared power to vote or to direct the vote: *None
(iii) Sole power to dispose or to direct the disposition
of: 825,222
(iv) Shared power to dispose or to direct the
disposition of: *None
* - Mr. Outlaw's wife individually owns 19,710 shares. Mr. Outlaw has no
voting or investment power with regard to such shares and he disclaims any
beneficial ownership to such shares.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of the Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
Not Necessary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement, is true,
complete and correct.
Date: February 16, 1999
Signature: /s/ AURTHUR R. OUTLAW
Name/Title: ARTHUR R. OUTLAW
