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.


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     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.


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     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.


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     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  Name

___________________________
Signature

___________________________
Date

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


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