RUBY TUESDAY INC
10-K, 2000-08-21
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934
   For the fiscal year ended June 4, 2000
                              OR
   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
   For the transition period from           to

                Commission file number 1-12454
                                       -------

                      RUBY TUESDAY, INC.
             ----------------------------------
      (Exact name of Registrant as specified in its charter)

         GEORGIA                                   63-0475239
-----------------------------------         ---------------------
 State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)

150 West Church Avenue  Maryville, TN                   37801
-----------------------------------------           -------------
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code: (865)379-5700
                                                     ------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                       Name of each exchange
    Title of each class                 on which registered

 $0.01 par value Common Stock          New York Stock Exchange
-----------------------------       --------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                               None
                      ----------------------
                          (Title of class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of Common Stock on August 4, 2000
as reported on the New York Stock Exchange, was approximately $789,070,967.

The number of shares of the Registrant's common stock outstanding at August 4,
2000 was 61,887,919.

DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended June 4, 2000 are incorporated by reference into Parts I and II.

Portions of the Registrant's definitive proxy statement dated August 16, 2000
are incorporated by reference into Part III.

<PAGE>


                                      INDEX

                                     PART I
                                                                            Page
                                                                          Number
Item 1.   Business                                                          3-5

Item 2.   Properties                                                        5-6

Item 3.   Legal Proceedings                                                   6

Item 4.   Submission of Matters to a Vote of
          Security Holders                                                    6

          Executive Officers of the Company                                 6-7

                                     PART II

Item 5.   Market for the Registrant's Common Equity and
          Related Shareholder Matters                                         7

Item 6.   Selected Financial Data                                             7


Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                     7-8

Item 7A.  Quantitative and Qualitative Disclosure About
          Market Risk                                                         8

Item 8.   Financial Statements and Supplementary Data                         8

Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure                              8

                                    PART III

Item 10.  Directors and Executive Officers of the
          Registrant                                                          8

Item 11.  Executive Compensation                                              8

Item 12.  Security Ownership of Certain Beneficial
          Owners and Management                                               8

Item 13.  Certain Relationships and Related Transactions                      8

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and
          Reports on Form 8-K                                              9-14

<PAGE>

PART I

Item 1.     Business.

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General The first Ruby Tuesday(TM) restaurant was opened in 1972 in
Knoxville, Tennessee near the campus of the University of Tennessee. The Ruby
Tuesday concept, with 16 operational units, was acquired by Morrison Restaurants
Inc. ("Morrison") in 1982. During the following years, Morrison added other
casual dining concepts, including the internally-developed American Cafe(TM)
(formerly "Mozzarella's American Cafe" and "Silver Spoon"). In January 1995,
Morrison completed the acquisition of Tias Inc., a chain of Tex-Mex restaurants,
which allowed it to enter into one of the fastest growing segments of the casual
dining market. In a spin-off transaction effective March 9, 1996, shareholders
of Morrison approved the distribution of two separate businesses of Morrison to
its shareholders. In conjunction with the spin-off, Morrison was reincorporated
in the State of Georgia and changed its name to Ruby Tuesday, Inc. (the
"Company"). The Company moved into franchising in 1997 with the opening of one
domestic franchised Ruby Tuesday restaurant and two international franchised
Ruby Tuesday restaurants. Since 1997, agreements for the franchise development
of new Ruby Tuesday restaurants have been signed with 21 casual-dining operators
who became domestic franchise partners and with international franchises who
hold rights to develop Ruby Tuesday restaurants in 19 countries. In conjunction
with the signing of the agreements with the domestic franchise partners, the
Company has sold 106 Ruby Tuesday restaurants in its non-priority growth markets
to the franchise partners. On April 7, 2000, the Company entered into a letter
of intent which provides for the sale of all open American Cafe and Tia's
Tex-Mex restaurants, including three Tia's Tex-Mex(TM) restaurants then under
construction, to the president and partner of the American Cafe concept and his
management team. Also, during Fiscal 2000, the Company opened a second
Restaurant Support Services Center in nearby Alcoa, Tennessee and closed its
Support Services Center in Mobile, Alabama.

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Operations

The Company owns and operates three casual dining concepts comprised of Ruby
Tuesday, American Cafe and Tia's Tex-Mex restaurants. The Company also offers
franchises for the Ruby Tuesday concept in domestic and international markets.
As of June 4, 2000, the Company owned and operated 402 casual dining restaurants
in 32 states. Also, as of year end, franchise operations included 137 domestic
units located in 16 states and nine international units located in the Asian
Pacific Region, India, Chile, Honduras, and Iceland.

Ruby Tuesday
Ruby Tuesday restaurants are casual, full-service restaurants with warm woods,
whimsical artifacts and classic tiffany style lamps which create a comfortable,
nostalgic look and feel. As part of a continuing focus on making Ruby Tuesday
feel even more fun and a little more casual, the Company added black and white
checked table cloths to accent the tables, servers dressed in red polo shirts,
black pants, and short black aprons, and lighter, brighter wall colors. Ruby
Tuesday's menu is based on variety, with something for just about everyone. Some
of Ruby Tuesday's most popular entree items which are prepared fresh daily are:
fajitas, baby-back ribs, chicken entrees, pasta entrees, soups, sandwiches,
salad bar, and signature Tallcake desserts in strawberry and chocolate-Oreo
varieties. Entree selections range in price from $5.49 to $15.99.

At June 4, 2000, the Company owned and operated 336 Ruby Tuesday units
concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest
regions. Ruby Tuesday is the Company's primary growth vehicle. The Company
intends to open approximately 45 additional Company-owned units in Fiscal 2001
with the majority of new units expected to be opened in existing markets. The
concept's current development plans call for a continued shift towards
freestanding units versus mall-based units, with approximately 82% of new units
scheduled to be freestanding. Existing prototypes range in size from 3,300 to
5,700 square feet with seating for 128 to 234 guests. Currently, the Company's
focus is on the new 5,100 square-foot, 188-dining seat units which are more
efficient and cost less to build. Because they cost less to open but are able to
generate sales at the same or greater level than larger units, the Company
believes these units provide the opportunity for improved unit-level returns on
investment. These units are being operated by Managing Partners who have a
financial stake in the success of their restaurants and generate average-unit
volume that exceeds the system average. Other than population and traffic
volume, site criteria requirements for these units include annual household
incomes ranging from $30,000 to $50,000 and good accessibility and visibility of
the location.

American Cafe and Tia's Tex-Mex
American Cafe is a Company-developed, full-service restaurant with a menu that
features a variety of pastas and thin-crust gourmet pizzas, along with
made-from-scratch soups, entree salads and sandwiches, fresh seafood selections,
prime steak and grilled chicken, all prepared with signature recipes. Entree
selections range in price from $5.99 to $14.99. American Cafe restaurants are
primarily located in the Southeast and Mid-Atlantic regions. At June 4, 2000,
the Company operated 41 American Cafe units.

Tia's Tex Mex is a full-service, casual dining restaurant. Tia's menu items,
which are all fresh and made from scratch, include an array of traditional
Tex-Mex favorites such as: fajitas, enchiladas, tacos, nachos and quesadillas
and a selection of unique grilled and sauteed dishes. The menu also provides the
guest with a variety of appetizers and desserts. Entree items range in price
from $5.79 to $25.99. Chips are cooked fresh throughout the day and served with
just-made salsa to every guest. Each guest is greeted by a casually dressed
server wearing a red polo shirt, blue jeans and a short black apron. At June 4,
2000, the Company operated 25 Tia's Tex-Mex units.

As previously mentioned, on April 7, 2000, the Company entered into a letter of
intent which provides for the sale of all American Cafe and Tia's Tex-Mex
restaurants, including three then under development, to the president and
partner of the American Cafe concept and his management team. The purchase price
is $54.5 million plus the costs in developing the new units (currently estimated
at $4.5 million), of which the Company will finance up to $20 million. The sale
is expected to be completed by the end of September 2000.

Franchising
The domestic franchise program, which the Company began in fiscal 1997, allows
the Company to become a financial partner with some of the best restaurant
operators from the casual dining industry. Domestic franchising efforts are
concentrated outside the Company's core growth markets. Pursuant to the
franchise agreements, the Company receives development and license fees from the
franchisees for the right to develop and operate Ruby Tuesday restaurants in
their respective areas over the next several years. The Company also receives
royalty fees from the franchisees based on a percentage of each restaurant's
sales as well as support service revenues for providing a variety of services,
including the maintenance of franchisees' accounting records.

In order to assist the franchise partners in obtaining capital needed for new
unit development, the Company has established a $52.5 million loan facility with
a group of banks. The Company, as sponsor of the loan facility, serves as
partial guarantor for the draws made on this revolving line-of-credit.

During Fiscal 2000, the Company sold 42 Ruby Tuesday units to several domestic
franchisees and 22 new Ruby Tuesday units were opened by franchisees, bringing
the total of domestic franchised units to 137 with 21 domestic franchise
partners as of June 4, 2000. The 137 units are located in the following states:
Arizona (8), Colorado (13), Florida (43), Illinois (9), Indiana (3), Kansas (3),
Kentucky (5), Massachusetts (2), Maine (1), Michigan (22), Minnesota (4),
Missouri (2), Nebraska (2), New York (14), Utah (4), and Washington (2).

Subsequent to year end, the Company entered into a purchase agreement with a
potential franchise partner which provides, among other things, for the sale of
five units in Illinois and one in Iowa during fiscal 2001. As of June 4, 2000,
five of the six units to be sold were open. The remaining one is expected to
open by the end of the first quarter of Fiscal 2001.

The Company's International Division, which was established in Fiscal 1997,
continued its international franchise development during Fiscal 2000 by opening
four international franchise units during the year. At present, the Company has
nine international franchised units with franchisees located in the Asian
Pacific Region, India, Chile, Honduras, and Iceland.


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Training

WOW-Usm, located in the Maryville, Tennessee Restaurant Support Services Center,
serves as the centralized training center for all of the Company's restaurant
managers and the franchise partners. Facilities include classrooms and a test
kitchen. WOW-U provides managers and franchise partners the opportunity to
gather for intensive, on-going instruction and interaction. Programs include
classroom instruction and various team competitions which are designed to
contribute to the skill and enhance the dedication of the Company's teams and to
strengthen its corporate culture. Further contributing to the training
experience is RT Lodge which is located on a wooded campus just minutes from the
Restaurant Support Services Center. RT Lodge serves as the lodging quarters and
dining facility for those attending WOW-U. After a long day of instruction and
competition, trainees have the opportunity to dine and socialize with fellow
team members in a relaxed and tranquil atmosphere.

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Research and Development

The Company does not engage in any material research and development activities.
The Company, however, engages in on-going studies in connection with the
development of menu items for all of its restaurant concepts. Additionally, it
conducts consumer research to determine guest preferences, trends, and opinions.

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Raw Materials

The Company contracted with U.S. Foodservice, Inc. for the purchase of raw
materials under a cost-plus arrangement. The contract expires on March 3, 2003.
If U.S. Foodservice, Inc. is unable to meet the Company's supply needs, the
Company negotiates directly with primary suppliers to obtain competitive prices.
The Company uses purchase commitment contracts to stabilize the potentially
volatile pricing associated with certain commodities. Because of the relatively
short storage life of inventories, limited storage facilities at the restaurants
themselves, the Company's requirement for fresh products and the numerous
sources of goods, a minimum amount of inventory is maintained at the units. If
necessary, all essential food, beverage and operational products are available
and can be obtained from alternative suppliers in all cities in which the
Company operates.

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Trademarks of the Company

The Company or its affiliates have registered certain trademarks and service
marks, with the United States Patent and Trademark Office, including Ruby
Tuesday, The American Cafe, and Tia's. The Company holds an exclusive license to
use all such trade and service marks from such affiliates which includes the
right to sub-license. The Company believes that these and other related marks
are of material importance to the Company's business. Registrations of the
trademarks listed above expire from 2004 to 2005, unless renewed.

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Seasonality

The Company's business is moderately seasonal. Average restaurant sales of the
Company's mall-based restaurants, which currently represent 50% of the Company's
total restaurants, are slightly higher during the winter months and peak during
the holiday season. Freestanding restaurant sales are generally higher in the
summer months.

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Customer Dependence

No material part of the business of the Company is dependent upon a single
customer, or very few customers, the loss of any one of which would have a
material adverse effect on the Company.

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Competition

The Company's activities in the restaurant industry are subject to vigorous
competition relating to restaurant location and service, as well as quality,
variety and value perception of the food products offered. The Company is in
competition with other food service operations, with locally-owned operations,
as well as national and regional chains that offer the same type of services and
products as the Company.

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Government Compliance

The Company is subject to various licensing requirements and regulations at both
the state and local levels for items such as zoning, land use, sanitation,
alcoholic beverage control, and health and fire safety, all of which could delay
the opening of a new restaurant or the operation of an existing unit. The
Company's business is subject to various other regulations at the federal level
such as health care, minimum wage, and fair labor standards. Compliance with
these regulations has not had, and is not expected to have, a material adverse
effect on the Company's operations.

There is no material portion of the Company's business that is subject to
renegotiation of profits or termination of contracts or sub-contracts at the
election of the Government.

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Environmental Compliance

Compliance with federal, state and local laws and regulations which have been
enacted or adopted regulating the discharge of materials into the environment,
or otherwise relating to the protection of the environment, is not expected to
have a material effect upon the capital expenditures, earnings or competitive
position of the Company.

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Personnel

The Company employs approximately 8,500 full-time and 19,900 part-time
employees. The Company believes working conditions are favorable and employee
compensation is comparable with its competition. None of the Company's employees
are covered by a collective bargaining agreement.

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Item 2. Properties.

Information regarding the locations of the Company's Ruby Tuesday, American Cafe
and Tia's Tex-Mex operations is shown in the list below. Of the 402
Company-owned and operated restaurants as of June 4, 2000, the Company owned the
buildings and held long-term land leases for 108 restaurants, owned the land and
buildings for 49 restaurants, and held leases covering land and buildings for
245 restaurants. The Company's Restaurant Support Services Center in Maryville,
Tennessee which was opened in fiscal 1998 is covered under a lease agreement
with an initial term of five years from October 2, 1998 with two five-year
renewal options. Executive and certain other administrative personnel of the
Company are located in the Maryville Support Sevices Center. In Fiscal 2000, the
Company opened a second Restaurant Support Services Center in nearby Alcoa,
Tennessee and closed its Support Services Center in Mobile, Alabama.

Additional information concerning the properties of the Company and its leasing
arrangements is incorporated herein by reference to Note 6 of the Notes to
Consolidated Financial Statements included in the Annual Report to Shareholders
for the year ended June 4, 2000.

As of June 4, 2000, the Company operated 402 restaurants, including 336 Ruby
Tuesday, 41 American Cafe and 25 Tia's Tex-Mex restaurants in the following
locations:

Alabama (35)      Iowa (1)           Missouri (13)        Pennsylvania(25)
Arkansas (4)      Kansas (1)         Nebraska (1)         Rhode Island (1)
Connecticut (11)  Kentucky (3)       New Hampshire (3)    South Carolina(14)
Delaware (4)      Louisiana (4)      New Jersey (14)      Tennessee (37)
Florida (26)      Massachusetts (5)  New York (11)        Texas (16)
Georgia (41)      Maryland (25)      North Carolina (17)  Virginia (49)
Illinois (6)      Michigan (1)       Oklahoma (1)         West Virginia(1)
Indiana (6)       Mississippi (6)    Ohio (19)            Washington, DC(1)


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Item 3.  Legal Proceedings.
The Company is currently, and from time to time, subject to pending claims and
lawsuits arising in the ordinary course of its business. In addition, the
Company, as successor to Morrison Restaurants Inc. ("Morrison"), is a party to a
case (Morrison Restaurants Inc. v. United States of America, et al.), originally
filed by Morrison in 1994 to claim a refund of taxes paid in the amount of
approximately $3,000 and abatement of taxes assessed by the Internal Revenue
Service ("IRS") against Morrison on account of the employer's share of FICA
taxes on unreported tips allegedly received by employees. The IRS filed a
counterclaim for approximately $7,000 in additional taxes. The case was decided
by the U.S. District Court in favor of the Company in February 1996 on summary
judgment. The IRS appealed the District Court's decision and, on August 12,
1997, the U.S. Court of Appeals for the Eleventh Circuit reversed the award of
summary judgment and remanded the case to the District Court for proceedings
consistent with the Court's opinion. In its reversal, the Eleventh Circuit
upheld the IRS' enforcement policy with respect to the employer's share of FICA
taxes on allegedly unreported tips. The Company subsequently petitioned the U.S.
Court of Appeals for a review of the matter by the full Court. Such petition was
denied. There are three additional lawsuits on this issue filed by other
restaurant companies pending in other U.S. federal courts. In September, 1998,
the District Court in Northern California held in favor of the taxpayer on the
identical issue in Fior d Italia v. United States ("Fior"). The District Court
rejected the holding of the Eleventh Circuit holding, inter alia, that the
Eleventh Circuit opinion was rejected by recently expressed congressional
intent. The IRS' motion for reconsideration in light of the Federal Circuit's
decision in The Bubble Room v. United States (infra) was denied. The IRS has
appealed the district court's ruling on Fior. In October 1998, in a split
decision, the United States Court of Appeals for the Federal Circuit issued a
decision unfavorable to the taxpayer in The Bubble Room v. United States. The
taxpayer's petition for a rehearing En Banc was also denied. In June, 1999, the
United States District Court for the Northern District of Florida, Pensacola
Division, in Quietwater Entertainment, Inc. v. United States, GA No. 398CV160,
held in favor of the taxpayer notwithstanding and distinguishing the controlling
law in the Eleventh Circuit in Morrison. Although the amount in dispute is not
material, it is possible that the IRS will attempt to assess taxes in additional
units of the Company (as well as other restaurant companies). In such event, the
Company believes that a business tax credit would be available to the Company to
offset, over a period of years, a majority of any additional taxes determined to
be due. Moreover, the Company is a participant in an IRS enforcement program
which would eliminate the risk of additional assessments by the IRS in return
for a restaurant employer's proactive role in encouraging employee tip
reporting. In light of the proactive role of the Company, the protection against
additional assessment afforded by the agreement should be available to the
Company. In the opinion of management, the ultimate resolution of all pending
legal proceedings will not have a material adverse effect on the Company's
operations or financial position.
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Item 4.  Submission of Matters to a Vote of Security Holders.

None.


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Executive Officers of the Company.

Executive officers of the Company are appointed by and serve at the discretion
of the Company's Board of Directors. Information regarding the Company's
executive officers as of August 4, 2000 is provided below.

Executive
                                                           Officer
Name                  Age     Position with the Company     Since


S. E. Beall, III       50     Chairman of the Board and      1982
                              Chief Executive Officer

R. D. McClenagan       52     President                      1985


J. R. Mothershed       52     Senior Vice President and      1992
                              Chief Financial Officer,
                              Treasurer and Assistant
                              Secretary

S. L. Turner           47     Executive Vice President,      1997
                              Human Resources and
                              Performance Management

D. T. Cronk            47     Senior Vice President,         1997
                              General Counsel and
                              Secretary

A. R. Johnson          48     Senior Vice President,         2000
                              Brand Development and
                              Growth


Mr. Beall has been Chairman of the Board and Chief Executive Officer of the
Company and prior to the Distribution, Morrison, since May 5, 1995. Mr. Beall
served as President and Chief Executive Officer of Morrison from June 6, 1992
to May 4, 1995 and as President and Chief Operating Officer of Morrison from
September 1986 to June 1992.

Mr. McClenagan has been President of the Ruby Tuesday Division of the Company
and prior to the Distribution, Morrison, since March 1994. He served as
President of the Ruby Tuesday Group of Morrison from April 1990 to March 1994
and as Senior Vice President of the Specialty Restaurant Division of Morrison
from March 1985 to April 1990.

Mr. Mothershed joined Morrison in July 1972 and was named Senior Vice
President, Finance in March 1994. Mr. Mothershed has been Senior Vice
President of the Company since the Distribution and in June 1996 was also
named Chief Financial Officer of the Company. He served as Vice President,
Controller and Treasurer of Morrison from March 1989 until March 1994 and
Vice President, Controller and Treasurer of the Ruby Tuesday division of
Morrison from October 1992 to April 1994.

Ms. Turner joined the Company in September 1997 and has served as
Executive Vice President, Human Resources and Performance Management
since June 1999.  From September 1997 until June 1999, Ms. Turner
served as Senior Vice President-Human Resources.  Prior to joining
the Company, Ms. Turner served as Senior Vice President-Human
Resources of Hasbro, Inc. from 1993 to 1997.

Mr. Cronk joined the Company as Senior Vice President-Legal in July
1997 and was named Senior Vice President, General Counsel and
Secretary of the Company in April 1998.  Prior to joining the
Company, Mr. Cronk was Vice President-Worldwide Development, Friday's
Hospitality Worldwide, Inc. from November 1995 to July 1997 and Vice
President and General Counsel, Friday's Hospitality Worldwide, Inc.
from January 1991 to November 1995.

Mr. Johnson joined the Company as Senior Vice President-Brand
Development and Growth in April 2000. Prior to joining the Company,
Mr. Johnson was the President of Hopewell & Co. from February 1997 to
April 2000, Vice President of Dollar General Corporation from October
1996 to February 1997, President of the Specialty Division and Senior
Vice President of Morrison from December 1994 to May 1996.

PART II

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Item 5.  Market for the Registrant's Common Equity and Related
       Shareholder Matters.

Certain information required by this item is incorporated herein by reference to
Note 12 of the Notes to Consolidated Financial Statements of the Registrant's
Annual Report to Shareholders for the year ended June 4, 2000.

During Fiscal 1997, the Board of Directors approved a dividend policy as a means
of returning excess capital to its shareholders. This policy calls for payment
of semi-annual dividends of $0.0225 per share. The payment of a dividend in any
particular future period and the actual amount thereof remain, however, at the
discretion of the Board of Directors and no assurance can be given that
dividends will be paid in the future as currently anticipated. In Fiscal 2000,
the Company effected a two-for-one stock split in the form of a 100% stock
dividend paid on May 19, 2000 to shareholders of record on April 28, 2000. Also
during Fiscal 2000, the Company declared and paid semi-annual dividends in the
first and third quarters. On July 10, 2000, the Company's Board of Directors
declared a semi-annual cash dividend of $0.0225 per share payable on August 7,
2000 to shareholders of record on July 24, 2000. Under various financing
agreements, the Company has agreed to restrict dividend payments (other than
stock dividends) and purchases of its capital stock (collectively, "Restricted
Payments") to amounts based on earnings after Fiscal 1996. Specifically, the
maximum amount available for Restricted Payments at any time is the excess of
shareholders' equity above $180 million plus 100% of any equity or subordinate
debt offerings. At June 4, 2000, the maximum amount of permissible Restricted
Payments was $49.8 million.

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Item 6.  Selected Financial Data.

The information contained under the caption "Summary of Operations" of the
Registrant's Annual Report to Shareholders for the year ended June 4, 2000 is
incorporated herein by reference.

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Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

The information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" of the Registrant's
Annual Report to Shareholders for the year ended June 4, 2000 is incorporated
herein by reference.

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Item 7A.  Quantitative and Qualitative Disclosure About Market Risk.

"Disclosures About Market Risk" contained within "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on page 18 of the
Registrant's Annual Report to Shareholders for the year ended June 4, 2000 is
incorporated herein by reference.

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Item 8.  Financial Statements and Supplementary Data.

The following consolidated financial statements and the related report of the
Company's independent auditors contained in the Registrant's Annual Report to
Shareholders for the year ended June 4, 2000 are incorporated herein by
reference:

     Consolidated Statements of Income - Fiscal years ended June 4, 2000, June
     6, 1999 and June 6, 1998.

     Consolidated Balance Sheets - As of June 4, 2000 and June 6, 1999.

     Consolidated Statements of Shareholders' Equity - Fiscal years ended June
     4, 2000, June 6, 1999 and June 6, 1998.

     Consolidated Statements of Cash Flows - Fiscal  years ended June 4, 2000,
     June 6, 1999 and June 6, 1998.

     Notes to Consolidated Financial Statements.

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Item 9.  Changes in and Disagreements with Accountants on  Accounting and
         Financial Disclosure.

"Change in Accounting Firms" contained within "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on page 19 of the
Registrant's Annual Report to Shareholders for the year ended June 4, 2000 is
incorporated herein by reference.


PART III

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Item 10. Directors and Executive Officers of the Company.

(a) The information regarding directors of the Company is incorporated herein by
reference to the information set forth in the table captioned "Director and
Director Nominee Information" under "Election of Directors" in the definitive
proxy statement of the Registrant dated August 16, 2000 relating to the
Registrant's annual meeting of shareholders to be held on October 5, 2000.

(b) Pursuant to Form 10-K General Instruction G(3), the information regarding
executive officers of the Company has been included in Part I of this Report
under the caption "Executive Officers of the Company".


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Item 11.  Executive Compensation.

The information required by this Item 11 is incorporated herein by reference to
the information set forth under the captions "Executive Compensation" and
"Directors' Fees and Attendance" in the definitive proxy statement of the
Registrant dated August 16, 2000 relating to the Registrant's annual meeting of
shareholders to be held on October 5, 2000.


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Item 12.  Security Ownership of Certain Beneficial Owners and
          Management.

The information required by this Item 12 is incorporated herein by reference to
the information set forth in the table captioned "Beneficial Ownership of Common
Stock" under "Election of Directors" in the definitive proxy statement of the
Registrant dated August 16, 2000 relating to the Registrant's annual meeting of
shareholders to be held on October 5, 2000.


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Item 13.  Certain Relationships and Related Transactions.

The information required by this Item 13 is incorporated herein by reference to
the information set forth under the caption "Certain Transactions" in the
definitive proxy statement of the Registrant dated August 16, 2000 relating to
the Registrant's annual meeting of shareholders to be held on October 5, 2000.


PART IV

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Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form
          8-K.

(a) The following documents are incorporated by reference into or are filed as
    a part of this report:

     1.  Financial Statements:

         The following consolidated financial statements and the independent
         auditors' report thereon, included in the Registrant's Annual Report
         to Shareholders for the year ended June 4, 2000, a copy of which is
         contained in the exhibits to this report, are incorporated herein by
         reference:
                                                   Page Reference
                                                 in paper version
                                                 of Annual Report
                                                  to Shareholders
         Consolidated Statements of Income for
         the years ended June 4, 2000,
         June 6, 1999 and June 6, 1998                    22

         Consolidated Balance Sheets as of
         June 4, 2000 and June 6, 1999                    23

         Consolidated Statements of Shareholders'
         Equity for the years ended
         June 4, 2000, June 6, 1999 and June 6, 1998      24

         Consolidated Statements of Cash Flows
         for the years ended June 4, 2000,
         June 6, 1999 and June 6, 1998                    25

         Notes to Consolidated Financial Statements       26-38

         Report of Independent Auditors                   39

2.  Financial Statement Schedules:

                       Report of Independent Auditors


Shareholders and Board of Directors
Ruby Tuesday, Inc. and Subsidiaries

      We have audited the accompanying consolidated balance sheet of Ruby
Tuesday, Inc. and Subsidiaries as of June 6, 1999, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the two
fiscal years in the period ended June 6, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Ruby Tuesday,
Inc. and Subsidiaries at June 6, 1999, and the consolidated results of their
operations and their cash flows for each of the two fiscal years in the period
ended June 6, 1999, in conformity with accounting principles generally accepted
in the United States of America.


/s/ Ernst & Young LLP
Atlanta, Georgia
June 28, 1999


3.  Exhibits

The following exhibits are filed as part of this report:

                          RUBY TUESDAY, INC. AND SUBSIDIARIES
                                   LIST OF EXHIBITS

Exhibit
Number       Description

3.1   Articles of Incorporation and all mergers of Ruby Tuesday, Inc. (1)

3.2   Bylaws, as amended, of Ruby Tuesday, Inc. (19)

4.1   Specimen Common Stock Certificate. (1)

4.2   Articles of Incorporation and all mergers of Ruby Tuesday, Inc.
      (filed as Exhibit 3.1 hereto). (1)

4.3   Bylaws, as amended, of Ruby Tuesday, Inc. (filed as Exhibit 3.2
      hereto). (19)

10.1  Executive  Supplemental  Pension Plan together with First  Amendment
      made June 30, 1994 and Second Amendment made July 31, 1995.*(2)

10.2  Master Agreement dated as of May 30, 1997 among Ruby Tuesday, Inc.,
      as Lessee and Guarantor, Atlantic Financial Group , LTD., as
      lessor, AmSouth Bank of Alabama, as a Lender, Barnett Bank of
      Jacksonville, N.A., as a Lender, First American National
      Bank, as a Lender, Wachovia Bank of   Georgia, N.A., as a
      Lender, Hibernia National Bank, as a Lender, First Tennessee
      Bank, as a Lender, and SunTrust Bank, Atlanta, as Agent and
      as a Lender; together with the Lease Agreement dated as of
      May 31, 1997 between Atlantic Financial Group, LTD., as
      lessor and Ruby Tuesday, Inc. as lessee; and the Loan
      Agreement dated as of May 31, 1997 among Atlantic Financial
      Group, LTD., as lessor and borrower, the financial
      institutions party hereto, as lenders, and SunTrust Bank
      Atlanta, as Agent. (17)

10.3  Morrison Restaurants Inc. Stock Incentive and Deferred Compensation
      Plan for Directors together with First Amendment dated June
      29, 1995.*(3)

10.4  1993 Executive Stock Option Program.* (4)

10.5  1993 Management Stock Option Program (July 1, 1993 - June 30, 1996).* (5)

10.6  [Reserved]

10.7  Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified Stock
      Option Plan, and Related Agreement.* (6)

10.8  Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan.*(7)

10.9  Morrison Restaurants Inc. Deferred Compensation Plan, as restated
      effective January 1, 1994, together with amended and restated
      Trust Agreement (dated December 1, 1992) to Deferred
      Compensation Plan.* (8)

10.10 Supply Agreement Between Morrison Restaurants Inc. and PYA/Monarch,
      Inc. dated July 8, 1988. (9)

10.11 Letter Agreement dated March 5, 1996 amending Supply Agreement
      between  Morrison Restaurants Inc. and PYA/Monarch, Inc. (1)

10.12 Morrison Restaurants Inc. Management Retirement Plan together with
      First Amendment made June 30, 1994 and Second Amendment made July 31,
      1995.* (10)

10.13 Asset Purchase Agreement dated June 27, 1994, by and among Morrison
      Restaurants Inc. and Gardner Merchant Food Services, Inc. and
      the related exhibits to such agreement. (11)

10.14 Morrison Restaurants Inc. Salary Deferral Plan, as amended and
      restated  December 31, 1993, together with First and Second
      Amendments to the Plan dated October 21, 1994 and June 30,
      1995, respectively.* (12)

10.15 Executive Group Life and Executive Accidental Death and
      Dismemberment Plan.* (13)

10.16 Ruby Tuesday, Inc. Salary Deferral Plan Trust Agreement dated July
      1, 1997. (17)

10.17 Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement dated
      July 1, 1997. (17)

10.18 Form of Non-Qualified Stock Option Agreement for Executive Officers
      Pursuant to the Morrison Restaurants Inc. Stock Incentive
      Plan.* (14)

10.19 [Reserved]

10.20 [Reserved]

10.21 Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and
      Non-Qualified Stock Option Plan.* (15)

10.22 Morrison Restaurants Inc. Executive Life Insurance Plan.* (16)

10.23 Distribution Agreement dated as of March 2, 1996 among Morrison
      Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison
      Health Care, Inc. (1)

10.24 Amended and Restated Tax Allocation and Indemnification Agreement
      dated  as of March 2, 1996 among Morrison Restaurants Inc.,
      Custom Management Corporation of Pennsylvania, Custom
      Management Corporation, John C. Metz & Associates, Inc.,
      Morrison International, Inc., Morrison Custom Management
      Corporation of Pennsylvania, Morrison Fresh Cooking, Inc.,
      Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday
      (Georgia), Inc., a Georgia corporation, Tias, Inc. and
      Morrison Health Care, Inc. (1)

10.25 Agreement Respecting Employee Benefit Matters dated as of March 2,
      1996 among Morrison Restaurants Inc., Morrison Fresh Cooking,
      Inc. and  Morrison Health Care, Inc. (1)

10.26 License Agreement dated as of March 2, 1996 between Ruby Tuesday
      (Georgia), Inc. and Morrison Health Care, Inc. (1)

10.27 Amended and Restated Operating Agreement of MRT Purchasing, LLC
      dated as of March 2, 1996 among Morrison Restaurants Inc.,
      Ruby Tuesday, Inc., Morrison Fresh Cooking, Inc. and Morrison
      Health Care, Inc. (1)

10.28 Form of 1996 Stock Incentive Plan.* (1)

10.29 Form of Second Amendment to Stock Incentive and Deferred
      Compensation Plan for Directors.* (1)

10.30 Form of First Amendment to 1993 Non-Executive Stock Incentive
      Plan.* (1)

10.31 Form of Third Amendment to Executive Supplemental Pension Plan.* (1)

10.32 Form of Third Amendment to Management Retirement Plan.* (1)

10.33 Form of Third Amendment to Salary Deferral Plan.* (1)

10.34 Form of First Amendment to Deferred Compensation Plan.* (1)

10.35 Form of Second Amendment to Retirement Plan.* (1)

10.36 Form of Fourth Amendment to 1987 Stock Bonus and Non-Qualified
      Stock Option Plan.* (1)

10.37 [Reserved]

10.38 Form of Indemnification Agreement to be entered into with executive
      officers and directors. (1)

10.39 Credit Agreement dated as of March 6, 1996 among Ruby Tuesday
      (Georgia), Inc., SunTrust Bank, Atlanta, for itself and as
      Agent and Administrative Agent, and the other lenders
      signatories thereto. (1)

10.40 Purchase agreement dated July 2, 1997 between Ruby Tuesday, Inc., a
      Georgia corporation, and RT Orlando Franchise, L.P., d/b/a RT
      Orlando Franchise Ltd., a Delaware limited partnership. (17)

10.41 Purchase agreement dated July 2, 1997 between Ruby Tuesday, Inc., a
      Georgia corporation, and RT Tampa Franchise, L.P., d/b/a RT
      Tampa Franchise Ltd., a Delaware limited partnership. (17)

10.42 Purchase agreement dated July 2, 1997 between Ruby Tuesday, Inc., a
      Georgia corporation, and RT South Florida Franchise, L.P.,
      d/b/a RT South Florida Franchise Ltd., a Delaware limited
      partnership. (17)

10.43 Loan Facility Agreement and Guaranty dated May 30, 1997 by and
      among Ruby Tuesday, Inc., Suntrust Bank, Atlanta, and the
      other lender signatories thereto. (18)

10.44 Form of first amendment to Ruby Tuesday, Inc. Deferred Compensation
      Plan Trust Agreement.* (19)

10.45 Form of first amendment to Credit Agreement. (19)

10.46 Form of second amendment to Credit Agreement. (19)

10.47 Form of first amendment to Master Agreement. (19)

10.48 Form of first amendment to Loan Facility Agreement and Guarantee.(19)

10.49 Form of second amendment to Loan Facility Agreement and Guarantee.(19)

10.50 Form of third amendment to Loan Facility Agreement and Guarantee.(19)

10.51 Lease agreement dated October 1, 1997 between Riverfront Capital
      Business Trust, a Pennsylvania business trust and Ruby
      Tuesday, Inc., a Georgia corporation. (19)

10.52 Amended and restated Contribution Agreement dated January 12, 1998,
      and entered into as of March 20, 1998 between Ruby Tuesday,
      Inc., a Georgia corporation, RT Colorado, Inc., a Colorado
      corporation and RT Denver Franchise, L.P., a Delaware limited
      partner. (19)

10.53 Stock purchase agreement dated January 12, 1998 between Ruby
      Tuesday, Inc., a Georgia corporation, Timothy P. Kaliher, RT
      Colorado, Inc., a  Colorado corporation, and RT Denver
      Franchise, L.P., a Delaware limited  partnership. (19)

10.54 Purchase agreement dated December 16, 1997 between Ruby Tuesday,
      Inc., a Georgia corporation, and RT Southwest Franchise, LLC,
      a Delaware limited liability company. (19)

10.55 Purchase agreement dated June 25, 1998 between Ruby Tuesday, Inc.,
      a Georgia corporation, and RT Long Island Franchise, LLC, a
      Delaware limited liability company. (19)

10.56 Purchase agreement dated May 7, 1998 between Ruby Tuesday, Inc., a
      Georgia corporation, and RT West Palm Beach Franchise, L.P.,
      a Delaware limited partnership. (19)

10.57 Omnibus Amendment dated October 2, 1998 to Master Agreement dated
      as of  May 30, 1997. (20)

10.58 Amended and Restated Loan Facility Agreement and Guaranty by and
      among Ruby Tuesday, Inc., Suntrust Bank, Atlanta, and the
      other lender signatories thereto dated October 2, 1998. (21)

10.59 Master Agreement dated as of June 3, 1998 among Ruby Tuesday, Inc.,
      as Lessee and Guarantor, Atlantic Financial Group, LTD., as
      lessor, Nationsbank, N.A., as a Lender, Union Planters Bank,
      N.A., as a Lender,  First Union National Bank, as a Lender,
      and SunTrust Bank, Atlanta, as Agent and as a Lender;
      together with the Lease Agreement dated as of June 3, 1999
      between Atlantic Financial Group, LTD., as lessor and Ruby
      Tuesday, Inc. as lessee; the Loan Agreement dated as of June
      3, 1999 among Atlantic Financial Group, LTD., as lessor and
      borrower, the financial institutions party hereto, as
      lenders, and SunTrust Bank Atlanta, as Agent; the
      Construction Agency Agreement dated as of June 3, 1999 among
      Atlantic Financial Group, LTD. and Ruby Tuesday, Inc., as
      construction agent; and Appendix A to Master Agreement,
      Lease, Loan Agreement and Construction Agency Agreement.  (22)

10.60 Form of Second Amendment to the Ruby Tuesday, Inc. 1996
      Non-Executive Stock Incentive Plan (formerly the 1993
      Non-Executive Stock Incentive Plan).  (23)

10.61 Employment Agreement dated as of June 19, 1999 by and between Ruby
      Tuesday, Inc. and Samuel E. Beall, III.* (24)

10.62 Form of Third Amendment to the Ruby Tuesday, Inc. 1996 Stock
      Incentive Plan.* (25)

10.63 Form of Seventh Amendment to the Ruby Tuesday, Inc. Executive
      Supplemental Pension Plan.* (26)

13    Annual Report to Shareholders for the fiscal year ended June 4, 2000
      (Only portions  specifically  incorporated  by reference in the Form
      10-K are being filed herewith).

21    Subsidiaries of Registrant.

23.1  Consent of KPMG LLP, Independent Auditors for the Fiscal
      year ended June 4, 2000.

23.2  Consent of Ernst & Young, LLP,  Independent  Auditors for the Fiscal
      years ended June 6, 1999 and June 6, 1999.

27    Financial Data Schedule

Footnote        Description
 *          Management contract or compensatory plan or arrangement.

(1)   Incorporated by reference to Exhibit of the same number on Form 8-B
      dated March 15, 1996 of Ruby Tuesday, Inc. (File No. 0-12454).

(2)   Incorporated by reference to Exhibit 10(b) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 5, 1993 (File No. 0-1750).

(3)   Incorporated by reference to Exhibit 10(c) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 3, 1995 (File No. 1-12454).

(4)   Incorporated by reference to Exhibit 10(d) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 3, 1995 (File No. 1-12454).

(5)   Incorporated by reference to Exhibit 10(e) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 3, 1995 (File No. 1-12454).

(6)   Incorporated by reference to Exhibit 28.1 to Registration Statement
      on Form S-8 of Morrison Restaurants Inc. (Reg. No. 33-13593).

(7)   Incorporated by reference to Exhibit 10(h) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 5, 1993 (File No. 0-1750).

(8)   Incorporated by reference to Exhibit 10(i) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 5, 1993 (File No. 0-1750).

(9)   Incorporated by reference to Exhibit 10(m) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      May 28, 1988 (File No. 0-1750).

(10)  Incorporated by reference to Exhibit 10(n) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 3, 1995 (File No. 1-12454).

(11)  Incorporated by reference to Exhibit (2) to the Current Report on
      Form 8-K dated July 27, 1995 of Morrison Restaurants Inc.
      (File No. 1-12454).

(12)  Incorporated by reference to Exhibit 10(p) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 3, 1995 (File No. 1-12454).

(13)  Incorporated by reference to Exhibit 10(q) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 3, 1989 (File No. 0-1750).

(14)  Incorporated by reference to Exhibit 10(v) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 5, 1993 (File No. 0-1750).

(15)  Incorporated by reference to Exhibit 10(z) to Annual Report on Form
      10-K of Morrison Restaurants Inc. for the fiscal year ended
      June 4, 1994 (File No. 1-12454).

(16)  Incorporated by reference to Exhibit 10(a)(a) to Annual Report on
      Form 10-K of Morrison Restaurants Inc. for the fiscal year
      ended June 4, 1994 (File No. 1-12454).

(17)  Incorporated by reference to Exhibit of the same number on Form
      10-K for Ruby Tuesday, Inc. for the fiscal year ended May 31,
      1997 (File No. 0-12454).

(18)  Incorporated by reference to Exhibit 99.1 on Form 10-Q dated
      October 14, 1997 for Ruby Tuesday, Inc. for the three month
      period ended August 30, 1997 (File No. 0-12454).

(19)  Incorporated by reference to Exhibit of the same number on Form
      10-K for Ruby Tuesday, Inc. for the fiscal year ended June 6,
      1998 (File No. 1-12454).

(20)  Incorporated by reference to Exhibit 99.1 on Form 10-Q for Ruby
      Tuesday, Inc. for the quarter ended September 6, 1998 (File
      No. 1-12454).

(21)  Incorporated by reference to Exhibit 99.2 on Form 10-Q for Ruby
      Tuesday, Inc. for the quarter ended September 6, 1998 (File
      No. 1-12454).

(22)  Incorporated by reference to Exhibit of the same number on Form
      10-K for Ruby Tuesday, Inc. for the fiscal year ended June 6,
      1999 (File No. 1-   12454).

(23)  Incorporated by reference to Exhibit 99.1 on Form 10-Q dated
      October 20, 1999 for Ruby Tuesday, Inc. for the three month
      period ended September 5, 1999     (File No. 1-12454).

(24)  Incorporated by reference to Exhibit 99.1 on Form 10-Q dated
      January 19, 2000 for Ruby Tuesday, Inc. for the three month
      period ended December 5, 1999 (File No. 1-12454).

(25)  Incorporated by reference to Exhibit 99.2 on Form 10-Q dated
      January 19, 2000 for Ruby Tuesday, Inc. for the three month
      period ended December 5, 1999 (File No. 1-12454).

(26)  Incorporated by reference to Exhibit 99.3 on Form 10-Q dated
      January 19, 2000 for Ruby Tuesday, Inc. for the three month
      period ended December 5, 1999 (File No. 1-12454).

(b)   Reports on Form 8-K

            None.

(c) Exhibits filed with this report are attached hereto.

(d) The financial  statement  schedules  listed in subsection  (a) (2) above are
    attached hereto.


                                               SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) 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.

        Date 8/18/00            By: /s/ Samuel E. Beall, III
                                    Samuel E. Beall, III
                                    Chairman of the Board and
                                    Chief Executive Officer

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
        this report has been signed below by the following  persons on behalf of
        the Registrant and in the capacities and on the dates indicated:


        Date 8/18/00            By: /s/ Samuel E. Beall, III
                                    Samuel E. Beall, III
                                    Chairman of the Board and
                                    Chief Executive Officer

        Date 8/18/00            By: /s/ J. Russell Mothershed
                                    J. Russell Mothershed
                                    Senior Vice President, Finance
                                    Chief Financial Officer
                                    Treasurer and Assistant Secretary

        Date 8/18/00            By: /s/ John B. McKinnon
                                    John B. McKinnon
                                    Director

        Date 8/18/00            By: /s/ Dr. Donald Ratajczak
                                    Dr. Donald Ratajczak
                                    Director

        Date 8/18/00            By: /s/ Dolph W. von Arx
                                    Dolph W. von Arx
                                    Director

        Date 8/18/00            By: /s/ Claire L. Arnold
                                    Claire L. Arnold
                                    Director

        Date 8/18/00            By: /s/ Dr. Benjamin F. Payton
                                    Dr. Benjamin F. Payton
                                    Director

        Date 8/18/00            By: /s/ James A. Haslam, III
                                    James A. Haslam, III
                                    Director


        Date 8/18/00            By: /s/ Elizabeth L. Nichols
                                    Elizabeth L. Nichols
                                    Director




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