**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.