Exhibit
    14
            Code of
      Ethics








RICK’S CABARET INTERNATIONAL,
INC.


Code of Ethics for Principal
Executive and Senior Financial Officers





I.
            Introduction and
      Purpose





This Code
of Ethics for Principal Executive and Senior Financial Officers (hereinafter
referred to as the “Code”) helps maintain Ricks Cabaret International, Inc.’s
(hereinafter referred to as the “Company”) standards of business conduct and
ensures compliance with legal requirements, specifically, but not limited to,
Section 406 of the Sarbanes-Oxley Act of 2002 and SEC rules promulgated
thereunder.





In
addition to securing compliance with legal requirements, the purpose of the Code
is to deter wrongdoing and promote ethical conduct, and full, fair, accurate,
timely, and understandable disclosure of financial information in the periodic
reports of the Company. The matters covered in this Code are of the utmost
importance to the Company, our stockholders and our business partners, and are
essential to our ability to conduct our business in accordance with our stated
values.





Financial
executives hold an important and elevated role in corporate governance and are
uniquely capable and empowered to ensure that stockholders' interests are
appropriately balanced, protected and preserved. Accordingly, this Code provides
principles to which financial executives are expected to adhere and advocate.
This Code embodies rules regarding individual and peer responsibilities, as well
as responsibilities to the company, the public and others.





II.
            Application





This Code
is applicable to the following persons (hereinafter referred to as the
“Officers”):





1.
            The
      Company’s principal executive
officers;





2.
            The
      Company’s principal financial
officers;





3.
            The
      Company’s principal accounting officer or controller;
  and





4.
            Persons
      performing similar functions.





III.
            Code of
      Ethics:





Each
Officer shall adhere to and advocate the following principles and
responsibilities governing professional and ethical conduct:





1.
            Act
      with honesty and integrity, avoiding actual or apparent conflicts of
      interest in personal and professional
  relationships.





2.
            Provide
      information that is full, fair, accurate, complete, objective, relevant,
      timely, and understandable to the Company’s Board of Directors, the
      Securities and Exchange Commission, the Company’s stockholders, and the
      public.





3.
            Comply
      with applicable governmental laws, rules, and
  regulations.





4.
            Act
      in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing your independent
      judgment to be subordinated.





5.
            Take
      all reasonable measures to protect the confidentiality of non-public
      information about the Company acquired in the course of your work except
      when authorized or otherwise legally obligated to disclose such
      information and to not use such confidential information for personal
      advantage.





6.
            Assure
      responsible use of and control over all assets and resources employed or
      entrusted to you.





7.
            Promptly
      report to the Chairman of the Audit
Committee:





a.
            any
      information you may have regarding any violation of this
    Code;





b.
            any
      actual or apparent conflict of interest between personal and/or
      professional relationships involving management or any other employee with
      a role in financial reporting disclosures or internal controls;





c.
            any
      information you might have concerning evidence of a material violation of
      the securities or other laws, rules or regulations applicable to the
      Company and its operations;





d.
            significant
      deficiencies in the design or operation of internal controls that could
      adversely affect the Company’s ability to record, process, summarize or
      report financial data; or





e.
            any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the Company's financial
      reporting, disclosures or internal
controls.





IV.
            Reporting Procedure, Process
      and Accountability





As
discussed above, Officers shall promptly report any violation of this Code to
the Chairman of the Company’s Audit Committee.





Reports
of violations under this Code received by the Chairman of the Audit Committee
shall be investigated by the Audit Committee. If the Audit Committee finds a
violation of this Code, it shall refer the matter to the full Board of
Directors.





In the
event of a finding that a violation of this Code has occurred, appropriate
action shall be taken that is reasonably designed to deter wrongdoing and to
promote accountability for adherence to this Code, and may include written
notices to the individual involved of the determination that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits, and up to and including,
if appropriate, termination of the individual's employment. In determining what
action is appropriate in a particular case, the Board of Directors (or the
independent directors of the Board as the case may be) shall take into account
all relevant information, including the nature and severity of the violation,
whether the violation was a single occurrence or repeated occurrences, whether
the violation appears to have been intentional or inadvertent, whether the
individuals in question had been advised prior to the violation as to the proper
course of action and whether or not the individual in question had committed
other violations in the past.





V.
            Anonymous
      Reporting





Any
violation of this Code and any violation by the Company or its directors or
officers of the securities laws, rules, or regulations, or other laws, rules, or
regulations applicable to the Company may be reported to the Chairman of the
Audit Committee anonymously.





VI.
            No
      Retaliation





It is
against the Company’s policy to retaliate in any way against an Officer for good
faith reporting of violations of this Code.





VII.
            Waiver and
      Amendment





The
Company is committed to continuously reviewing and updating its policies and
procedures. Therefore, this Code is subject to modification. Any amendment or
waiver of any provision of this Code must be approved in writing by the
Company’s Board of Directors and promptly disclosed pursuant to applicable laws
and regulations.





VIII.
            Acknowledgment Of Receipt Of
      Code Of Ethics For Principal Executive And Senior Financial
      Officers





I have
received and read the Company's Code of Ethics for Principal Executive and
Senior Financial Officers (the “Code”). I understand the standards and policies
contained in the Code and understand that there may be additional policies or
laws applicable to my job. I agree to comply with the Code in all respects.





If I have
questions concerning the meaning or application of the Code, any Company
policies, or the legal and regulatory requirements applicable to my job, I know
that I can consult with the Chairman of the Audit Committee, knowing that my
questions or reports will remain confidential to the fullest extent possible.





I
understand that my agreement to comply with this Code does not constitute a
contract of employment.





Officer
      NameSignatureDate





Please
sign and return this form to the Company’s Chairman of the Audit Committee.