SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                   FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF  1934  For  the  Fiscal  Year  Ended:  SEPTEMBER  30,  1999
OR
[ ] TRANSITION  REPORT  PURSUANT  TO  SECTION 13 or 15(d) OF THE SECURITIES
    EXCHANGE  ACT  OF  1934
                       Commission  File  Number:  0-26958
                       RICK'S CABARET INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)
                Texas                                       76-0458229
    (State or other jurisdiction of                        (IRS Employer
    incorporation or organization)                       identification No.)
                            505 North Belt, Suite 630
                              Houston, Texas 77060
          (Address of principal executive offices, including zip code)
                                 (281) 820-1181
              (Registrant's telephone number, including area code)
Securities  registered  under  Section  12(b)  of  the  Exchange  Act:
                           Title of Each Class     N/A
                  Name of Each Exchange on which Registered N/A
Securities  registered  pursuant  to  12(g)  of  the  Exchange  Act:
                             Title  of  Each  Class
                        Common  Stock,  $.01  par  value
     Indicate  by  check  mark  whether the registrant (i) has filed all reports
required  to be filed by Section 13 or 15(d) of the Exchange Act during the past
12  months  (or for such shorter period that the registrant was required to file
such  reports),  and  (ii)  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-KSB or any amendment to
this  Form  10-KSB.  [X]
     Issuer's  revenues  for the year ended September 30, 1999 were $10,381,427.
The  aggregate  market  value  of  Common  Stock  held  by non-affiliates of the
registrant  at  December  20, 1999, based upon the last reported sales prices on
the  Nasdaq SmallCap Market, was $5,910,015. As of December 20, 1999, there were
3,613,678  shares  of  Common  Stock  outstanding.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


<S>       <C>                                                    <C>
PART I

Item 1.   Business                                                3

Item 2.   Properties                                             11

Item 3.   Legal Proceedings                                      13

Item 4.   Submission of Matters to a Vote of Security Holders    15

PART II

Item 5.   Market for Registrant's Common Equity
          and Related Stockholder Matters                        16

Item 6.   Management's Discussion and Analysis
          of Financial Condition and Results of Operations       17

Item 7.   Financial Statements                                   22

Item 8.   Changes in and Disagreements With Accountants
          on Accounting and Financial Disclosure                 22

PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a)
          of The Exchange Act                                    22

Item 10.  Executive Compensation                                 25

Item 11.  Security Ownership of Certain Beneficial Owners
          And Management                                         28

Item 12.  Certain Relationships and Related Transactions         30

Item 13.  Exhibits and Reports on Form 8-K                       32
</TABLE>


                                        2
<PAGE>
                                     PART I
ITEM  1.     BUSINESS

INTRODUCTION

     Rick's  Cabaret  International,  Inc.  currently owns and operates premiere
adult  entertainment  Internet  web  sites  at  www.DancerDorm.com  and
www.AmateurDan.com.  These  web  sites  contain  our  exclusive  adult  content.
DancerDorm.com  features  exclusive live adult entertainment, and AmateurDan.com
features  exclusive  adult photo entertainment. These web sites were launched in
October,1999.

     We  also  own and operate adult nightclubs under the names "Rick's Cabaret"
and  "XTC Cabaret" which offer live topless or nude adult entertainment, and bar
and  restaurant  dining.  References  to  us  in  this  Form  10-KSB include our
100%-owned  subsidiaries,  and  our  93%-owned  subsidiary, Taurus Entertainment
Companies,  Inc.   We own and operate our Internet content production studio and
web  site  operations  center,  and two adult nightclubs in Houston, Texas.   We
also  own  and  operate  adult  nightclubs in Austin and San Antonio, Texas, and
Minneapolis,  Minnesota.  We  also  operate  another adult nightclub in Houston,
Texas  through  a  management agreement. We also own a facility in south Houston
presently  being  renovated  after  fire damage for reopening as an XTC Cabaret.

     Our  company  was  organized  as a Texas corporation in 1994 and became the
successor  to  a private business that operated Rick's Cabaret since the 1980's.

HISTORY

     Until 1996, we had one adult nightclub location and one dance club location
in  Houston,  Texas.  In February, 1996, we purchased a facility in New Orleans,
Louisiana  where  we opened a new adult nightclub, which we subsequently sold in
March,1999.  In  January,  1997,  we  purchased  a  facility  in  Minneapolis,
Minnesota,  where  we  opened  a  new adult nightclub, which began operations in
1998.  In  August, 1998, we acquired approximately 93% of the outstanding common
stock of Taurus Entertainment Companies, Inc., a Colorado corporation ("Taurus")
in  a  private stock exchange transaction with certain principal stockholders of
Taurus.  The Stock Exchange Agreement provided that we exchange one share of our
common  stock for each three and one-half shares of Taurus common stock owned by
certain  principal  shareholders  of  Taurus.  As  a  result of the Exchange, we
exchanged a total of 571,713 (post-reverse-split) shares of our common stock for
approximately  4,002,006  shares of common stock of Taurus, giving us control of
Taurus.  The terms and conditions of the Exchange were determined by the parties
through  arms  length  negotiations.  However,  no appraisal was conducted.  The
financial results of Taurus have been consolidated into our financial statements
since  the  date  of  acquisition.


                                        3
<PAGE>
     Taurus  is  a  publicly  owned company traded on the OTCBB under the symbol
"TAUR".  In a transaction simultaneous to the acquisition of Taurus, we acquired
certain real estate in San Antonio, Texas from one of the principal stockholders
of  Taurus.  We acquired the property from a principal stockholder of Taurus for
the  same  price  that  the  principal  stockholder  paid  for the property.  We
financed  the  purchase  of  the property by the issuance of a six year $366,000
Convertible  Debenture,  secured  by  the  real  estate  acquired.

     In a transaction simultaneous to the acquisition of Taurus, Taurus acquired
certain  real  estate in Houston, Texas from Mr. Ralph McElroy.  Taurus acquired
the  property  from Mr. McElroy for the same price that Mr. McElroy paid for the
property.  Taurus financed the purchase of the property by the issuance of a six
year  $286,744  Convertible  Debenture, secured by the real estate acquired.  We
are  a  guarantor  of  this Convertible Debenture.  The Convertible Debenture is
convertible  into  our  shares  at  any time prior to maturity at the Conversion
Price  of  $5.50.

     On  March  29,  1999,  Robert  L.  Watters,  our  Director,  purchased  RCI
Entertainment  Louisiana,  Inc.  ("RCI  Louisiana"),  our  subsidiary,  for  the
purchase  price  of $2,200,000 consisting of $1,057,327 in cash, the endorsement
over  to  us  of  a  $652,744  secured  promissory  note  (the "McElroy Note"),a
guaranteed  promissory  note  in the amount of $326,773 made by Mr. Watters (the
"Watters  Note"),  and  the  cancellation  by  Mr.  Watters  of  our  $163,156
indebtedness  to  him.  The  McElroy  Note,  which  is  due July 31, 2004, bears
interest  at the rate of twelve percent (12%) per annum with interest being paid
monthly.  The principal of the McElroy Note is due in one lump sum payment.  The
McElroy  Note  is  secured  by  (i)  our  convertible  debenture in the original
principal  amount of $366,000, which we  issued on August, 11, 1998, in favor of
Mr.  McElroy  (the "Convertible Debenture") and (ii) a promissory note of Taurus
Entertainment Companies, Inc. (our subsidiary) and guaranteed by us (which has a
conversion  feature)  in  the  original  principal  amount of $286,744.61, dated
August  11,  1998, in favor of Mr. McElroy, (the "Convertible Promissory Note").
Both  the  Convertible Debenture and the Convertible Promissory Note are secured
by  certain real estate holdings of us or our subsidiaries.  The Watters Note is
guaranteed  by  RCI  Louisiana,  which operates a Rick's Cabaret in New Orleans,
Louisiana.  In  connection  with  the acquisition of the stock of RCI Louisiana,
Mr.  Watters  also  assumed  RCI  Louisiana's  liabilities  of  approximately
$1,400,000.  As  a  condition  of this transaction, Mr. Watters arranged for the
release  by  a  lender  of  our  liability of $763,199 owed to the lender by RCI
Louisiana,  which  we  had  guaranteed.  We  obtained  an  opinion from Chaffe &
Associates,  Inc.,  a  New  Orleans  investment  banking  firm, stating that the
purchase  price  paid by Mr. Watters for RCI Louisiana was fair from a financial
point  of  view  to  our  shareholders.  The  terms of this transaction were the
result  of  arms  length negotiations between us and Mr. Watters.  In connection
with  the sale of RCI Louisiana, Mr. Watters, and Erich Norton White, our former
director,  entered  into  agreements  with  us  to  terminate  their  Employment
Agreements  and to cancel all stock options on our common stock which they held.
Further,  in  connection  with  the  sale  of  RCI Louisiana, we entered into an
Exclusive  Licensing  Agreement  with  Mr. Watters which granted Mr. Watters the
right  to  the  use  of  the name "Rick's Cabaret" and all logos, trademarks and
service  marks  attendant  thereto  for use in the states of Louisiana, Florida,
Mississippi  and  Alabama.


                                        4
<PAGE>
     In  March,  1999,  we  had  a  2:1  reverse  stock  split.

BUSINESS  ACTIVITIES--INTERNET  WEB  SITES

     In  October,1999,  we  began  operations of our premiere adult Internet web
sites  at  www.DancerDorm.com  and  www.AmateurDan.com.  DancerDorm.com features
live web cam feeds of our dancers who reside in our dormitory.  There are 32 web
cams  in  the  dormitory  which  provide  voyeuristic  views of the lives of our
dancers.   DancerDorm.com  also  features  an interactive online "chat and look"
experience for our members to chat with our dancers.  Members may also visit our
nightclubs  to  meet  our  dancers  in person.  Our members pay a monthly fee to
visit  our  DancerDorm.com.  We  own  the  DancerDorm.com  Internet  production
facility, which contains 8,000 square feet of studio and production space.   Our
AmateurDan.com web site is also a pay site that features exclusive photos of our
dancers  in  provocative  poses  and  activities.

     Our e-commerce includes our efforts to generate Internet traffic to our web
sites.  Internet  traffic  is  generated  through  the  purchase of traffic from
third-party adult web sites or Internet domain owners and the purchase of banner
advertisements  or  "key  word"  searches  from  Internet  search  engines.

     There are numerous adult web sites on the Internet.   Our web sites feature
exclusive  live adult entertainment and photos.  Many of our competitors feature
non-live,  non-exclusive  entertainment.

BUSINESS  STRATEGY--NIGHTCLUBS

     Prior  to  Rick's  Cabaret  opening  in 1983 in Houston, Texas, the topless
nightclub  business  was characterized by small establishments generally managed
by  their owner.  Such establishments were often dimly lit and the standards for
performers'  personal  appearance  and  personality were not maintained.  It was
customary  for  performers  to  alternate  between  dancing  and  watering.  The
quantity and quality of bar service was low and food was not frequently offered.
Music  was usually "hard" rock and roll, played at a loud level by a disc jockey
who  frequently  interrupted  the music to make general announcements.  Usually,
only  cash  was  accepted  and  businessmen  felt  uncomfortable  in  such  an
environment.  Recognizing  a void in the market for a first-class adult cabaret,
we  designed Rick's Cabaret to target the businessmen's segment of the market by
providing  a  unique quality entertainment environment.  The following summarize
our  areas  of  operation  which  distinguish  us:


                                        5
<PAGE>
     FEMALE  ENTERTAINMENT.  We  have  followed  a  policy  of  maintaining high
standards  in  the  areas  of  both  personal  appearance and personality of the
topless  entertainers  and waitresses.  Though a performer's physical appearance
is  very  important,  of  equal  importance  is  her  ability to present herself
attractively  and  to converse intelligently with customers.  We prefer that the
performers  we  hire  are  experienced  dancers.  We  make a determination as to
whether  a particular applicant is suitable based on such factors of appearance,
attitude,  dress,  communication  skills  and  demeanor.

     MANAGEMENT.  We  recruit  staff  from  both  inside and outside the topless
industry,  in  the  belief  that management with vast years of experience in the
adult  entertainment  industry  adds  to  our  ability  to  grow and attract top
entertainers  from  within  the industry.  Management with experience is able to
train  our  new  recruits from outside the industry with skills that can only be
learned  through  long  term  hands  on  experience  in  our  industry.

     COMPLIANCE  POLICIES.  We  have  a  policy of ensuring that our business is
carried  on in conformity with local, state and federal laws.  In particular, we
have  a  "no tolerance" policy as to illegal drug use in or around the premises.
Posters  placed  throughout the nightclubs reinforce this policy, as do periodic
unannounced  searches of the entertainer's lockers.  Entertainers and waitresses
who arrive for work are not allowed to leave the premises without the permission
of  management.  Once an entertainer does leave the premises, she is not allowed
to  return  to work until the next day.  We continually monitors the behavior of
entertainers,  waitresses  and  customers  to  ensure  that  proper standards of
behavior  are  observed.

     We  also  review  all  credit  card  charges  made  by  our  customers.
Specifically,  we  have  in place a formal policy which provides that all credit
card  charges must be approved, in writing, by management before any charges are
accepted.  Management  is  particularly trained to review credit card charges to
ensure  that  the  only  credit  card charges approved for payment are for food,
drink  and  entertainment  at  Rick's  Cabaret.

     FOOD  AND  DRINK.  We believe that a key to the success of a premiere adult
nightclub  is  a quality, first-class bar and restaurant operation to compliment
our  adult  entertainment.  We  employ  service  managers  who  are in charge of
recruiting  and  training  a  professional waitress staff and ensuring that each
customer  receives  prompt  and  courteous  service.  We  employs  chefs  with
restaurant  experience and bar managers, who are in charge of ordering inventory
and  scheduling  of  bar  staff.  We believe that the operation of a first class
restaurant  is  a  necessary  component  to  the  operation  of a premiere adult
cabaret, as is the provision of premium wine, liquor and beer in order to ensure
that  the  customer perceives and obtains good value.  Our restaurant operations
in  all  of  the  topless  cabarets  are  full service operations which provides
business  lunch  buffets and a full-scale lunch and dinner menu service offering
hot  and  cold  appetizers,  salads,  seafood,  steak and lobster.  An extensive
selection  of  premiere  wines are offered to compliment any customer's lunch or
dinner  selection.


                                        6
<PAGE>
     CONTROLS.  Operational  and  accounting  controls  are  essential  to  the
successful  operation  of  a cash intensive nightclub and bar business.  We have
implemented internal procedures and controls designed to ensure the integrity of
our  operational  and accounting records.  We separate management personnel from
all cash handling to ensure that management is isolated from and does not handle
any  cash.  We  use  a  combination of accounting and physical inventory control
mechanisms  to  ensure  a  high  level of integrity in our accounting practices.
Computers  play  a  significant  role  in  capturing  and analyzing a variety of
information  to provide management with the information necessary to efficiently
manage and control the nightclub.  Deposits of cash and credit card receipts are
reconciled each day to a daily income report.  In addition, we review on a daily
basis  (i) cash and credit card summaries which tie together all cash and credit
card  transactions  occurring  at  the  front door, the bars in the club and the
cashier  station, (ii) a summary of the daily bartenders' check-out reports, and
(iii)  a  daily  cash  requirements analysis which reconciles the previous day's
cash  on  hand  to  the requirements for the next day's operations.  These daily
computer  reports  alert  management  of  any  variances from expected financial
results  based on historical norms.  Further, we conduct, on a monthly basis, an
independent  overview  of  our  financial condition and have engaged independent
accountants  to  conduct an annual audit and to review and advise us relating to
our  internal  controls.

     ATMOSPHERE.   We  maintain  a  high  design  standard in our facilities and
decor.   The  furniture and furnishings in the nightclubs are designed to create
the  feeling of an upscale restaurant.   The sound system is designed to provide
quality  sound  at  levels  where  conversations  can  still  take place.   This
environment  is  carefully  monitored, in terms of maintenance, music selection,
entertainer  and  waitress  appearance  and all aspects of customer service on a
continuous  basis.

     VIP  ROOM.  In  keeping  with  our emphasis on serving the upper-end of the
business  market,  some  of  our nightclubs include a VIP room, which is open to
individuals  who  purchase  memberships.  A  VIP room provides a higher level of
service  and  luxury.

     ADVERTISING  AND  PROMOTION.  Our marketing philosophy towards customers is
to  portray Rick's Cabarets as premiere cabarets providing topless entertainment
in  a  fun,  yet  discreet, environment.  Hotel publications, local radio, cable
television,  newspapers, billboards, taxi-cab reader boards as well as a variety
of  promotional campaigns ensure that the Rick's Cabaret name is kept before the
public.

     Rick's Cabaret has received a significant amount of media exposure over the
years.  Television  segments  about  Rick's  Cabaret have appeared on television
talk shows.  In addition, Penthouse magazine produced a nine page article on the
club  and  Playboy  magazine  covered our 1993 golf tournament.  In the past, we
have  sponsored  golf  tournaments  and  outings that have generated significant
interest  and tradition.  Articles about Rick's Cabaret have appeared in Glamour
Magazine  and  The Ladies Home Journal.  Rick's Cabaret has been mentioned in an
inside  cover  story  in  Time  Magazine  as well as being mentioned on numerous
occasions  in  local  newspapers  and in Texas Monthly Magazine.  In 1993 Rick's
produced  the  Girls of Rick's video, a 90 minute video feature, which was aired
as  a  Pay-per-View show on Warner Cable Television.  This video was reviewed in
several  local  newspapers  as  well  as the Hollywood Variety magazine.  Rick's
Cabaret  has  provided  entertainers  for  other  Pay-Per-View features as well.


                                        7
<PAGE>
     We  received  extensive national coverage of our Initial Public Offering of
stock,  our  PI,  and  articles appeared in The Wall Street Journal, Los Angeles
Times,  Houston  Business  Journal, and numerous other regional newspapers.  The
television  program  "Extra"  ran  a short feature on Rick's, as did the program
"Inside  Edition."

NIGHTCLUB  LOCATIONS

     We  have  two  Rick's  Cabaret  locations  in Houston, Texas and one Rick's
Cabaret  in  Minneapolis,  Minnesota.  We also own one nightclub in San Antonio,
Texas  that operates under the name XTC.  Our 93%-owned subsidiary, Taurus, owns
a  nightclub  in Austin, Texas also under the name XTC.  One of the locations of
our  Houston  nightclubs  is owned by Taurus.  We operate one other nightclub in
Houston,  Texas  called  "Caligula"  under  a  management  agreement.

     We sold our New Orleans nightclub in March, 1999.  We have not yet reopened
one  XTC  location  in  Houston  following  a  fire in 1998.  We are continually
looking  at  expansion opportunities to open more nightclubs throughout the U.S.

COMPETITION

     The  adult  topless  club entertainment business is highly competitive with
respect  to  price,  service and location, as well as the professionalism of our
entertainment  product.  All  of  our  nightclubs  compete  with  a  number  of
locally-owned  adult  cabarets,  some  of whose names may enjoy recognition that
equals  that  of  Rick's Cabaret or XTC.  While there may be restrictions on the
location  of  a  so-called "sexually oriented business" there are no barriers to
entry into the adult cabaret entertainment market and only the name "Rick's" and
"Rick's  Cabaret"  and  "XTC  Cabaret"  are proprietary.  For example, there are
approximately  50  adult  cabarets  located  in  the  Houston  area  of  which
approximately  10  are in direct competition with us.  In Minneapolis, Rick's is
favorably  located  downtown  and is a short walk from the Metrodome Stadium and
the  Target  Center.  There  is  only  one  cabaret  in  Minneapolis  in  direct
competition  with  the us.  We believe that the combination of our existing name
recognition and the distinctive entertainment environment that we have created ,
will  allow  us to effectively compete within the industry and within the cities
in  which  we  operate.  Although  the we believe that we are well-positioned to
compete successfully, there can be no assurance that we will be able to maintain
our  high  level  of  name  recognition  and  prestige  within  the marketplace.

GOVERNMENTAL  REGULATIONS

     We  are  subject  to  various  federal,  state and local laws affecting our
business activities.  In particular, in Texas the authority to issue a permit to
sell  alcoholic beverages is governed by the Texas Alcoholic Beverage Commission
(the  "ABC"),  which  has  the  authority,  in  its  discretion,  to  issue  the
appropriate permits.  We presently hold a Mixed Beverage Permit and a Late Hours


                                        8
<PAGE>
Permit  (the  "Permits").  These Permits are subject to annual renewal, provided
we  have complied with all rules and regulations governing the permits.  Renewal
of a permit is subject to protest, which may be made by a law enforcement agency
or  by  the  public.  In  the  event of a protest, the ABC may hold a hearing at
which  time  the  views  of  interested  parties are expressed.  The ABC has the
authority  after  such hearing not to issue a renewal of the protested alcoholic
beverage permit.  Rick's has never been the subject of a protest hearing against
the  renewal  of  Permits.  Minnesota  has  similar  laws  that  may  limit  the
availability  of  a  permit  to sell alcoholic beverages or that may provide for
suspension  or  revocation  of  a  permit to sell alcoholic beverages in certain
circumstances.  Prior  to  expanding  into any new market, we will take steps to
ensure compliance with all licensing and regulatory requirements for the sale of
alcoholic  beverages  as  well  as  the  sale  of  food.

     In  addition  to  various  regulatory  requirements  affecting  the sale of
alcoholic beverages, in Houston, and in many other cities, location of a topless
cabaret  is  subject  to  restriction  by city ordinance.  Topless nightclubs in
Houston,  Texas  are  subject to "The Sexually Oriented Business Ordinance" (the
"Ordinance")  which  contains  prohibitions on the location of an adult cabaret.
The  prohibitions deal generally with distance from schools, churches, and other
sexually oriented businesses and contain restrictions based on the percentage of
residences within the immediate vicinity of the sexually oriented business.  The
granting  of  a  Sexually  Oriented  Business  Permit ("Business Permit") is not
subject  to  discretion;  the  Business  Permit  must be granted if the proposed
operation  satisfies  the  requirements  of  the  Ordinance.

     In  January  1997,  the  City  Council  of  the  City  of  Houston passed a
comprehensive  new  Ordinance  regulating the location of and the conduct within
Sexually  Oriented  Businesses.  The  new  Ordinance  established  new  minimum
distances  that  Sexually  Oriented  Businesses  may  be  located  from schools,
churches,  playgrounds  and  other  sexually oriented businesses.  There were no
provisions  in  the  Ordinance  exempting previously permitted sexually oriented
businesses from the effect of the new Ordinance.  In 1997, we were informed that
one  of  our  Houston  locations  at  3113  Bering  Drive  failed  to  meet  the
requirements  of  the  Ordinance  and  accordingly  the  renewal of our Business
License  at  that  location  was  denied.

     The  Ordinance  provided  that a business which was denied a renewal of its
operating  permit  due  to  changes in distance requirements under the Ordinance
would  be  entitled  to  continue  in  operation  for  a  period  of  time  (the
"Amortization Period") if the owner were unable to recoup, by the effective date
of  the  Ordinance, its investment in the business that was incurred through the
date  of  the  passage  and  approval  of  the  Ordinance.

     We filed a request with the City of Houston requesting an extension of time
during  which  operations at our north Houston facility could continue under the
Amortization  Period  provisions of the Ordinance since we were unable to recoup
our  investment prior to the effective date of the Ordinance.  An administrative
hearing  was  held  by  the  City  of  Houston  to  determine  the  appropriate
Amortization  Period  to  be  granted to us.  At the Hearing, we were granted an
amortization  period  that  has since been reached.  We have the right to appeal
any  decision  of  the  Hearing  official  to the district court in the State of
Texas.


                                        9
<PAGE>
     In  May,  1997,  the  City of Houston agreed to defer implementation of the
Ordinance  until  the  constitutionality  of the entire Ordinance was decided by
court trial.  In February 1998 the U.S. District Court for the Southern District
of  Texas,  Houston,  Division, struck down certain provisions of the Ordinance,
including  the  provision  mandating  a  1,500  foot distance between a club and
schools,  churches  and  other  sexually  oriented  business, leaving intact the
provision  of  the  750  foot distance as it existed in the prior Houston, Texas
Ordinance.

     The  City  of  Houston  has  appealed the District Court's rulings with the
Fifth  Circuit  Court  of  Appeals, and the Company filed a brief with the Fifth
Circuit.  In the event that the City of Houston is successful in the appeal, the
Company's  Bering  Drive  location  could  be out of compliance. Such an outcome
could  have  an  adverse  impact  on  the  Company's  future.

     There  are  other  provisions  in  the  Houston,  Texas  Ordinance, such as
provisions  governing the level of lighting in a sexually oriented business, the
distance between a customer and dancer while the dancer is performing in a state
of  undress  and  provisions regarding the licensing of dancers that were upheld
which  may  be  detrimental to our business.  We, in concert with other sexually
oriented  businesses,  are  appealing  these  aspects  of  the  Houston,  Texas
Ordinance.  In  the event that our court appeal is unsuccessful, such an outcome
could  have  an  adverse  impact  on  us.

     In  1998,  the  City  of  Houston  began  enforcing certain portions of the
Ordinance,  including  the  distance requirement between a customer and a dancer
while  dancing,  and  the  requirement  that  dancers  be licensed.  The City of
Houston's  enforcement  of  the recently implemented provisions of the Ordinance
could  have  an  adverse  impact on the Rick's locations in Houston, Texas.  The
current  requirement  of  a  three foot distance between a dancer and a customer
could  reduce  customer  satisfaction and could result in fewer customers at the
Houston location.  The requirement that a dancer be licensed may result in fewer
dancers  working,  which  could have an adverse impact on the Houston locations.
It  is  unknown  what future impact the enforcement of the Ordinance may have on
our  Houston  locations.

     In  Minneapolis,  we  are  required to be in compliance with state and city
liquor licensing laws.  Our location in Minneapolis is presently zoned to enable
the  operation  of  a  topless  cabaret.

     In  San Antonio and Austin we are required to be in compliance with city or
county  sexually  oriented  business  ordinances.

TRADEMARKS

     Our  rights to the trademarks "Rick's" and "Rick's Cabaret" are established
under  common  law,  based  upon  our  substantial  and  continuous use of these
trademarks  in  interstate  commerce  since  at least as early as 1987.  We have
registered  our  service mark, 'RICK'S AND STARS DESIGN", with the United States
Patent  and  Trademark Office.  We have also obtained service mark registrations
from  the Patent and Trademark Office for the our "RICK'S CABARET" service mark.
There  can  be  no assurance that the steps we have taken to protect our service
marks  will  be  adequate  to  deter  misappropriation.


                                       10
<PAGE>
EMPLOYEES  AND  INDEPENDENT  CONTRACTORS

     As  of September 30, 1999, we had approximately 400 full-time employees, of
which  40  are  in  management positions, including corporate and administrative
operations,  and  approximately  360  are  engaged  in  entertainment,  food and
beverage  service,  including  bartenders and waitresses.  None of our employees
are  represented  by  a union and we consider our employee relations to be good.

     Additionally,  we  have  independent contractor relationships with over 600
entertainers,  who  are  self-employed  and  perform  at  our  locations  on  a
non-exclusive  basis  as  independent  contractors.  Performers  in Minneapolis,
Minnesota  act  as  commissioned  employees.

ITEM  2.     PROPERTIES

     Our  principal executive offices are co-located at 505 North Belt, Houston,
Texas  77060  with  our  subsidiary, Taurus in leased facilities consisting of a
total  of  1,200 square feet.  We pay rent of approximately $1,100 per month for
this  space.  We  believe  that  our offices are adequate for our present  needs
and  that  suitable  space  will  be available to accommodate our future  needs.

     We  own  the  locations  of  our  Internet production studio and DancerDorm
(formerly  occupied  by  our dance club called "Tantra"), the three locations of
Rick's  Cabaret (two in Houston and one in Minneapolis) and the two locations of
XTC  (one  in  Austin  and  one  in  San  Antonio).

     The  Rick's Cabaret located on Bering Drive in Houston has aggregate 12,300
square  feet  of  space. The balance as of September 30, 1999 that we owe on the
mortgage  is  $502,027 and the interest rate is 9.75%.  We pay $8,122 in monthly
mortgage  payments.  The  last  mortgage payment is due in December, 2001 with a
balloon  payment  of  $370,000.

     The  Rick's Cabaret located on Northbelt Drive in Houston has 12,000 square
feet  of space, and is owned by our 93%-owned subsidiary, Taurus. The balance as
of  September  30, 1999 that we owe on the mortgage is $411,478 and the interest
rate  is  10%.  We  pay $13,758 in monthly mortgage payments.  The last mortgage
payment  is  due  in  April,  2002.

     The  Rick's Cabaret located in Minneapolis has 15,400 square feet of space.
The  balance as of September, 1999 that we owe on the mortgage is $2,449,511 and
the  interest rate is 9%.  We pay $22,732 in monthly mortgage payments. The last
mortgage  payment  is  due  in  2018.


                                       11
<PAGE>
     The  XTC  nightclub in Austin has 6,800 square feet of space, which sits on
1.2 acres of land. The balance as of September, 1999 that we owe on the mortgage
is  $547,464  and  the  interest rate is 10%.  We pay $5,380 in monthly mortgage
payments.  The last mortgage payment is due in July, 2003 with a balloon payment
of  $432,682.

     The  XTC  nightclub  in  San  Antonio  has  7,800 square feet of space.  We
acquired the property from Mr. Ralph McElroy for the same price that Mr. McElroy
paid for the property.  We financed the purchase of the property by the issuance
of  a  six  year  $366,000  Convertible  Debenture,  secured  by the real estate
acquired.  The  principal  balance  of the Convertible Debenture is due in July,
2004,  in  one  lump sum payment.  Interest is due and payable monthly, with the
first interest payment beginning in September, 1998.   The Convertible Debenture
is  subject  to  redemption  at  our option, in whole or in part, at 100% of the
principal face amount of the Convertible Debenture redeemed plus any accrued and
unpaid  interest on the redemption date, at any time and from time to time, upon
not  less  than  30  nor  more  than 60 days notice, if the Closing Price of our
common stock shall have equaled or exceeded $17.00 per share of common stock for
ten  (10)  consecutive  trading  days.  The Convertible Debenture is convertible
into  shares  of  Common  Stock  at  any  time prior to maturity (unless earlier
redeemed)  at  the  Conversion  Price  of  $5.50. See, Certain Relationships and
Related  Transactions.

     Our Internet production studio has 8,000 square feet of space, and had been
used  as our Tantra dance hall prior to the closing of Tantra. The balance as of
September  30, 1999 that we owe on the mortgage is $60,500 and the interest rate
is  10%.  We pay $1,203 in monthly mortgage payments.  The last mortgage payment
is  due  in  January,  2000  with  a  balloon  payment  of  $59,355.

     Taurus  also owns a 12,000 square foot building in Houston, Texas which was
purchased  from  Ralph  McElroy,  one  of  our  principal stockholders, and this
property  is presently being renovated after fire damage for reopening as an XTC
Cabaret.  We  acquired the property from Mr. McElroy for the same price that Mr.
McElroy  paid for the property.  We financed the purchase of the property by the
issuance  of  a  six  year  $286,744  Convertible Debenture, secured by the real
estate  acquired.  We  are  a  guarantor  of  this  Convertible  Debenture.  The
principal balance of the Convertible Debenture is due in July, 2004, in one lump
sum  payment.  Interest  is  due  and  payable  monthly, with the first interest
payment  beginning in September, 1998.  The Convertible Debenture is convertible
into  shares of our common stock at any time prior to maturity at the Conversion
Price  of $5.50 per share.  See, Certain Relationships and Related Transactions.

     Taurus and its subsidiaries own a 350 acre ranch in Brazoria County, Texas,
and  approximately  50  acres  of  raw  land  in  Wise  County,  Texas.


                                       12
<PAGE>
     The  balance  as  of  September 30, 1999 that we owe on the Brazoria County
ranch  mortgage  is  $308,202  and the interest rate is 9.25%.  We pay $2,573 in
monthly  mortgage  payments.  The  last  mortgage  payment is due in 2006 with a
balloon  payment  of  $287,920.

     The  balance  as  of  September 30, 1999 that we owe on the Wise County raw
land  mortgage  is  $147,439  and  the  interest  rate is 12%.  We pay $1,537 in
monthly  mortgage  payments.  The  last  mortgage payment is due in March, 2026.

ITEM  3.     LEGAL  PROCEEDINGS

     In  November, 1998, LMTD, Inc. initiated litigation against a subsidiary of
one of our subsidiaries, Citation Land, LLC ("Citation"), in a case styled LMTD,
Inc.  v.  Texas  Warehouse  Company,  Inc., et al. in Cause No. 98-12570, in the
200th  Judicial District Court of Travis County, Texas.  The suit seeks specific
performance  and  damages  against  Texas  Warehouse  Company,  Inc. regarding a
Purchase Option Agreement.  Plaintiff also alleges a tortuous interference claim
against  Citation  in  the  amount  of  $540,000.  Counsel  for Citation filed a
counterclaim.  Counsel  for  Citation  believes that the exposure to Citation is
minimal.  We  intend  to  vigorously defend ourselves in this matter and to deny
all  allegations.

     On  October  15,  1998, All City Beverage and Entertainment, Inc. initiated
litigation  against  one  of our subsidiaries in a case styled All City Beverage
and  Entertainment,  Inc.  v.  Taurus Entertainment Companies, Inc.("Taurus") in
Cause No. 98-49119, in the 61st Judicial District Court of Harris County, Texas.
The  suit  sought  damages in the amount of $25,000 and 175,000 shares of common
stock  of Taurus in connection with an Asset Purchase Agreement between All City
Beverage  and  Entertainment,  Inc.  and  Taurus.  Taurus  filed a counter-claim
asserting  that  there  were undisclosed obligations that Taurus was required to
pay.  The  counter-claim sought damages in an amount in excess of $25,000.  This
matter  was  dismissed  for  want  of  prosecution.

     On  April  20,  1999  we  were served as a defendant in litigation that was
filed  on  February  23,  1999.  The  lawsuit is styled John M. Skora and Robert
Martin  v.  Trumps,  Inc., Rick's Cabaret International, Inc., RCI Entertainment
(Texas), Inc., and Robert L. Watters, Cause No. 1999-09394, in the 11th Judicial
District  Court  of  Harris  County,  Texas.  The  plaintiffs  claim  that  they
purchased  a  dance  from  one of the dancers at our nightclubs and paid for the
dance  by  the  use of their credit card. The plaintiffs assert that we violated
the  Texas  Finance  Code  by imposing a surcharge for credit card use.  We have
denied  this  allegation.  The  plaintiffs  seek  reimbursement  for all alleged
surcharges,  plus  statutory  penalties,  attorney  fees  and interest as may be
allowed  by  law.  We  intend  to  vigorously  defend  ourselves in this matter.

     In  January,  1999,  the  Company was named as a defendant in McGill v. RCI
Entertainment (Minnesota) Inc., No. 98-2742, U.S. District Court, Minnesota. The
plaintiffs  have  asserted  claims for under federal and state civil rights acts
for discrimination and harassment. The case is in the discovery stage. We intend
to  vigorously  defend  ourselves  in  this  matter.


                                       13
<PAGE>
     In  June,  1999,  the  Company  was  named  as  defendant  in  Hubka v. RCI
Entertainment  (Minnesota).  Inc.,  No.  CT  99-009560, Hennepin County District
Court.  The  plaintiff  has asserted claims under the Minnesota Human Rights Act
and for negligence.  The case is in the discovery stage. We intend to vigorously
defend  ourselves  in  this  matter  and  to  deny  all  allegations.

SEXUALLY  ORIENTED  BUSINESS  ORDINANCE  OF  HOUSTON,  TEXAS

     In  January  1997,  the  City  Council  of  the  City  of  Houston passed a
comprehensive  new  Ordinance  regulating the location of and the conduct within
Sexually  Oriented  Businesses.  The  new  Ordinance  established  new  minimum
distances  that  Sexually  Oriented  Businesses  may  be  located  from schools,
churches,  playgrounds  and  other  sexually oriented businesses.  There were no
provisions  in  the  Ordinance  exempting previously permitted sexually oriented
businesses from the effect of the new Ordinance.  In 1997, we were informed that
one  of  our  Houston  locations  at  3113  Bering  Drive  failed  to  meet  the
requirements  of  the  Ordinance  and  accordingly  the  renewal of our Business
License  at  that  location  was  denied.

     The  Ordinance  provided  that a business which was denied a renewal of its
operating  permit  due  to  changes in distance requirements under the Ordinance
would  be  entitled  to  continue  in  operation  for  a  period  of  time  (the
"Amortization Period") if the owner were unable to recoup, by the effective date
of  the  Ordinance, its investment in the business that was incurred through the
date  of  the  passage  and  approval  of  the  Ordinance.

     We filed a request with the City of Houston requesting an extension of time
during  which  operations at our north Houston facility could continue under the
Amortization  Period  provisions of the Ordinance since we were unable to recoup
our  investment prior to the effective date of the Ordinance.  An administrative
hearing  was  held  by  the  City  of  Houston  to  determine  the  appropriate
Amortization  Period  to  be  granted to us.  At the Hearing, we were granted an
amortization  period  that  has since been reached.  We have the right to appeal
any  decision  of  the  Hearing  official  to the district court in the State of
Texas.

     In  May,  1997,  the  City of Houston agreed to defer implementation of the
Ordinance  until  the  constitutionality  of the entire Ordinance was decided by
court  trial.  In  February,  1998  the  U.S.  District  Court  for the Southern
District  of  Texas,  Houston,  Division,  struck down certain provisions of the
Ordinance,  including  the  provision  mandating a 1,500 foot distance between a
club  and schools, churches and other sexually oriented business, leaving intact
the provision of the 750 foot distance as it existed prior to the Houston, Texas
Ordinance.

     The  City  of  Houston  has  appealed the District Court's rulings with the
Fifth  Circuit  Court  of  Appeals, and the Company filed a brief with the Fifth
Circuit.  In the event that the City of Houston is successful in the appeal, the
Company's  Bering  Drive  location  could  be out of compliance. Such an outcome
could  have  an  adverse  impact  on  the  Company's  future.


                                       14
<PAGE>
     There  are  other  provisions  in  the  Houston,  Texas  Ordinance, such as
provisions  governing the level of lighting in a sexually oriented business, the
distance between a customer and dancer while the dancer is performing in a state
of undress and provisions regarding the licensing of dancers that were upheld by
the  court  which may be detrimental to our business.  We, in concert with other
sexually  oriented businesses, are appealing these aspects of the Houston, Texas
Ordinance.  In  the event that our court appeal is unsuccessful, such an outcome
could  have  an  adverse  impact  on  us.

     In  1998,  the  City  of  Houston  began  enforcing certain portions of the
Ordinance,  including  the  distance requirement between a customer and a dancer
while  dancing,  and  the  requirement  that  dancers  be  licensed. The City of
Houston's  enforcement  of  the recently implemented provisions of the Ordinance
could  have  an  adverse  impact  on the Rick's locations in Houston, Texas. The
current  requirement  of  a  three foot distance between a dancer and a customer
could  reduce  customer  satisfaction and could result in fewer customers at the
Houston locations. The requirement that a dancer be licensed may result in fewer
dancers working, which could have an adverse impact on the Houston locations. It
is  unknown  what future impact the enforcement of the Ordinance may have on our
Houston  locations.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

We  held  our annual meeting of shareholders on August 4, 1999. The shareholders
elected  the  following  five  persons  as  directors.

<TABLE>
<CAPTION>
                    Votes For
                    ---------
<S>                 <C>
Eric S. Langan      2,697,736
Robert L. Watters   2,687,666
Michael S. Thurman  2,697,741
Alan Bergstrom      2,697,741
Travis Reese        2,697,741
</TABLE>

     The  shareholders  approved  the  1999  Stock  Option  Plan:
     2,669,481  Votes  For  The  1999  Stock  Option  Plan
     23,310  Votes  Against
     957  Votes  Abstaining

     The  shareholders  ratified the selection of Jackson & Rhodes, P.C., as the
     Company's  independent  auditors:
     2,698,742  Votes  For  The  Ratification
     8,087  Votes  Against  Ratification
     457  Votes  Abstaining


                                       15
<PAGE>
                                     PART II

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
             MATTERS

     Our  common  stock is quoted on the Nasdaq SmallCap Market under the symbol
"RICK."  The  following  table  sets forth the quarterly high and low last sales
prices  per  share  for  the  common  stock.

<TABLE>
<CAPTION>
     COMMON  STOCK  PRICE  RANGE

                  HIGH       LOW
<S>             <C>        <C>
                     1998
First Quarter   $  3-3/16  $ 2-1/4
Second Quarter  $  3-3/16  $2-1/16
Third Quarter   $   4-3/8  $ 2-1/8
Fourth Quarter  $  3-3/16  $   1/2
                 1999 (*)
First Quarter   $    9/16  $  5/16
Second Quarter  $   15/16  $  7/16
Third Quarter   $   1-7/8  $5-1/16
Fourth Quarter  $ 4-11/16  $2-9/16
<FN>
_________________
(*)     In  March,  1999,  we  had  a  2:1  reverse  stock  split.
</TABLE>

     On December 20, 1999, the last sales price for the common stock as reported
on  the  Nasdaq  SmallCap  Market was $2-13/16. On December 20, 1999, there were
approximately  408  stockholders  of  record  of  the  common  stock.

TRANSFER  AGENT  AND  REGISTRAR

     The  transfer  agent  and  registrar for our common stock is American Stock
Transfer  &  Trust  Company,  40  Wall  Street,  46th Floor, NY, NY 10005, (718)
921-8275.

DIVIDEND  POLICY

     We  have not paid, and do not currently intend to pay cash dividends on our
common  stock  in  the  foreseeable future.  Our current policy is to retain all
earnings,  if any, to provide funds for operation and expansion of our business.
The  declaration  of dividends, if any, will be subject to the discretion of the
Board of Directors, which may consider such factors as our results of operation,
financial  condition,  capital  needs  and  acquisition  strategy, among others.


                                       16
<PAGE>
RECENT  SALES  OF  UNREGISTERED  SECURITIES

     During  the quarter ended September 30, 1999, we entered into the following
transactions  and  sold unregistered shares of our common stock in reliance upon
exemptions  from  registration  under the Securities Act of 1933 as amended (the
"Act")  as  provided  in  Section  4(2) of the Act.  Each certificate issued for
unregistered  securities contained a legend stating that the securities have not
been  registered  under  the  Act  and  setting  forth  the  restrictions on the
transferability and the sale of the securities.  No underwriter participated in,
nor did we pay any commissions or fees to any underwriter in connection with any
of  these  transactions.  None  of  the transactions involved a public offering.

     In August and September, 1999 the Company sold a total of 312,500 shares of
common  stock  to  four  investors  for  consideration  of $2.00 cash per share.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

     The  following  discussion should be read in conjunction with our financial
statements  for  the  fiscal  years  ended  September  30,  1999  and  1998.

FORWARD  LOOKING  STATEMENT  AND  INFORMATION

     The  Company  is  including the following cautionary statement in this Form
10-KSB to make applicable and take advantage of the safe harbor provision of the
Private  Securities  Litigation  Reform  Act  of  1995  for  any forward-looking
statements  made  by,  or on behalf of, the Company.  Forward-looking statements
include  statements  concerning  plans,  objectives,  goals,  strategies, future
events  or performance and underlying assumptions and other statements which are
other  than  statements  of  historical  facts.  Certain statements in this Form
10-KSB  are  forward-looking statements.  Words such as "expects", "anticipates"
and "estimates" and similar expressions are intended to identify forward-looking
statements.  Such  statements  are subject to risks and uncertainties that could
cause  actual results to differ materially from those projected.  Such risks and
uncertainties  are  set  forth  below.  The  Company's expectations, beliefs and
projections  are expressed in good faith and are believed by the Company to have
a  reasonable  basis,  including without limitation, management's examination of
historical  operating  trends, data contained in the Company's records and other
data  available  from  third  parties,  but  there  can  be  no  assurance  that
management's expectation, beliefs or projections will result, be achieved, or be


                                       17
<PAGE>
accomplished.  In  addition  to  other  factors  and matters discussed elsewhere
herein,  the  following  are important factors that, in the view of the Company,
could  cause  material  adverse affects on the Company's financial condition and
results  of  operations:  the  risks  and uncertainties relating to our Internet
operations,  the  impact  and  implementation  of the sexually oriented business
ordinance  in  the  City  of  Houston,  competitive  factors,  the timing of the
openings  of  other clubs, the integration of operations of Taurus Entertainment
Companies,  Inc  with  our  operations  and  management,  the  availability  of
acceptable  financing  to fund corporate expansion efforts, competitive factors,
and  the dependence on key personnel. The Company has no obligation to update or
revise  these  forward-looking  statements  to  reflect the occurrence of future
events  or  circumstances.

GENERAL

     We  currently  own  and  operate  two  premiere  Internet  web  sites  at
www.DancerDorm.com  and  www.AmateurDan.com.  These  web  sites were launched in
October,  1999.  We also own and operate adult nightclubs under the name "Rick's
Cabaret"  and  "XTC" which offer live adult entertainment and restaurant and bar
operations.  We  own  and operate our Internet content production studio and web
site  operations  center,  and two adult nightclubs in Houston, Texas.   We also
own  and  operate  adult  nightclubs  in  Austin  and  San  Antonio,  Texas, and
Minneapolis,  Minnesota.  We  also  operate  another adult nightclub in Houston,
Texas  through  a  management  agreement.

     In  July, 1999,  we  opened  a nightclub  in  San Antonio.  In March, 1999,
we  sold  our  New  Orleans  location and closed the location of XTC in Houston.

     Our  revenues are derived from the sale of liquor, beer, wine and food, and
charges  to  the  entertainers,  cover  charges and other income.  We anticipate
significant  revenue  from Internet operations to begin during fiscal 2000.  Our
fiscal  year  end  is  September  30.

RESULTS  OF  OPERATIONS

YEAR  ENDED  SEPTEMBER  30,  1999  COMPARED  TO  YEAR  ENDED SEPTEMBER 30, 1998.

     For  the  1999  fiscal  year,  we  had  consolidated  total  revenues  of
$10,381,427,  an  increase of 32% or an increase of $2,549,896 above fiscal 1998
revenues  of  $7,831,531. Taurus Entertainment Companies, Inc. group contributed
16%  of  our  gross  revenues  in  1999.


                                       18
<PAGE>
     Costs  of  goods sold were 26 % and 24% of sales of alcoholic beverages and
food  for  fiscal  1999  and  1998,  respectively.

     Salaries  and  wages increased 37 % or $984,079 from fiscal 1998 due to the
addition  of  management  and  employees  at  new  locations.

     Other  general  and  administrative expenses increased 23% or $998,333 from
fiscal  1998  to fiscal 1999.  Charge card fees increased $26,954 largely due to
increased  sales.  Legal  and  accounting fees increased $361,359 as a result of
continued  business  expansion  and  other  legal  matters.

     Advertising  and  promotion  increased by $97,246 due to the opening of new
locations.  Permits and tax expenses increased by $576,727 due to the opening of
new  locations.  Other  costs  increased  $36,097  during fiscal 1999 due to the
opening  of new locations.  Interest expense increased by $161,792 during fiscal
1999  as  a  result  of  increased  mortgage  costs.

     We experienced a net loss of $40,572 for fiscal 1999 compared to a net loss
of  $604,864  for  fiscal  1998.


YEAR  ENDED  SEPTEMBER  30,  1998  COMPARED  TO  YEAR  ENDED SEPTEMBER 30, 1997.

     For the 1998 fiscal year, we had consolidated total revenues of $7,831,531,
an  increase  of  25%  or  $1,553,952  above fiscal 1997 revenues of $6,277,579.
Revenues  in  New Orleans surpassed revenues in Houston for the first time, with
New  Orleans  contributing 51% of our gross revenues, Houston 28%, Tantra 6% and
Minneapolis  (which was only open for approximately one-half of the fiscal year)
11%.  Taurus  Entertainment  Companies,  Inc.  group contributed, for the period
from  August 11, 1998 to September 30, 1998, 4% of our gross revenues.  In 1999,
we  sold  the  facility  in  New  Orleans,  Louisiana.

     Costs  of  goods  sold were 24% and 32% of sales of alcoholic beverages and
food  for  fiscal 1998 and 1997, respectively.  This decrease is due steps taken
by  management  to  achieve  continuing  improvements in cost of goods sold.  We
continue  a  program  to  improve  margins  from  liquor and food sales and food
service  efficiency.

     Salaries  and  wages  increased 25% or $530,427 from fiscal 1997 due to the
addition  of  management  personnel in Minneapolis, as a result of our policy in
Minneapolis  of  treating  the  entertainers as employees and the acquisition of
Taurus Entertainment Companies, Inc.  Management staffing was increased in order
to have adequately trained personnel to assist with the planning and pre-opening
activities  of  other  locations.


                                       19
<PAGE>
     Other  general  and  administrative  expenses increased 7% or $270,069 from
fiscal  1997  to  fiscal 1998. Charge card fees increased $38,150 largely due to
increased  sales. Legal and accounting fees increased $48,148 as a result of the
cost  of  the acquisition and opening of the store in Minneapolis, Minnesota and
the  acquisition  of  Taurus  Entertainment  Companies,  Inc.

     Advertising  and promotion decreased by $286,324 reflecting a change in our
policy regarding advertising expenditures surrounding the opening of new stores.

     Other  costs increased $290,694 during fiscal 1998 as a result of increased
travel  and  lodging  costs  incurred by staff involved with the New Orleans and
Minneapolis locations and the review of the Taurus Entertainment Companies, Inc.
acquisition  and  of  other  potential  acquisitions.

     We  experienced  a  net  loss of $604,864 for fiscal 1998 compared to a net
loss  of  $1,293,330  for  fiscal  1997.

     Interest  expense  increased  to $384,037 during fiscal 1998 as a result of
the acquisition of the land and building in Minneapolis, Minnesota and inclusion
of  the  debt  of  Taurus  Entertainment  Companies,  Inc.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  September  30,  1999  we  had working capital of $15,709, compared to a
working  capital  deficit of $(887,833) at the end of fiscal 1998.  The increase
in  working  capital is primarily due to the proceeds received from an insurance
company  for fire damage, the  issuance of stock, and the proceeds received from
the  sale  of  the  Company's  subsidiary.

     During  the last quarter of fiscal 1999, we took our 350 acre ranch off the
real  estate re-sale market.  During the time this property was listed for sale,
we  had  carried it as a current asset.  During the last half of fiscal 1999, we
entered  the  adult  Internet  market  place and we invested heavily in Internet
technologies  and  related  costs  for  our  web  sites.

     In  our  opinion,  working capital is not a good indicator of our financial
status  due to the short cash liquidity cycle that results in the realization of
cash  within  no  more  than  five  days after the culmination of a transaction.


                                       20
<PAGE>
     Net  cash  used  by  operating  activities  in  fiscal  1999 was $(543,347)
compared  to  net  cash  provided  by operating activities of $427,172 in fiscal
1998.  The  increase  in  cash used by operating activities was due primarily to
our  paying  off  accounts  payable.

     Net  cash provided by investing activities was $343,453 in 1999 compared to
net cash used by investing activities of  $(307,465) in 1998.  This increase was
due  primarily  to  the  sale  of  our  Louisiana  subsidiary.

     Net cash used by financing activities was $(19,589) in 1999 compared to net
cash  provided  by financing activities of $120,527 in 1998.   This increased in
cash used was primarily due to a decrease in cash raised from the sale of common
stock  and  repayments  of  long  term  debt.

     We  have  not  established  lines  of  credit other than the existing debt.
There can be no assurance that we will be able to obtain additional financing on
reasonable  terms, if at all.  However, we have developed numerous contacts with
professionals who have expertise in raising capital through private placement of
securities  and  we will look to the marketplace to find the resources necessary
to  continue  our  planned  expansion.

     Because of the large volume of cash we handle, stringent cash controls have
been  implemented.  In  the  event  the topless club industry is required in all
states  to  convert  the entertainers who perform from independent contractor to
employee status, we have prepared alternative plans that we believe will protect
our  profitability.  We  believe  that  the  industry  standard  of treating the
entertainers  as  independent  contractors  provides  sufficient  safe  harbor
protection  to  preclude  any  payroll  tax  assessment  for  prior  years.

     The  adult  topless  club entertainment business is highly competitive with
respect  to  price,  service and location, as well as the professionalism of the
entertainment.  We  compete  with a number of locally-owned adult cabarets, some
of  whose  names enjoy recognition that equals that of Rick's Cabaret.  Although
we  believe  that  we are well-positioned to compete successfully in the future,
there  can  be  no  assurance that we will be able to maintain our high level of
name  recognition  and  prestige  within  the  marketplace.

SEASONALITY

     We  are  significantly  affected  by  seasonal  factors.  Typically, Rick's
Cabaret  has  experienced  reduced revenues from May through September.  We have
historically  experienced our strongest operating results during October through
April.


                                       21
<PAGE>
YEAR  2000

     We  believe  that  we do not have any significant exposure to uncertainties
nor  material  anticipated costs related to Year 2000 issues including internal,
vendor  and  customer  issues.  Our current systems and any anticipated upgrades
are  Year  2000  compliant.

ITEM  7.     FINANCIAL  STATEMENTS

     The  information required hereunder is included in this report as set forth
in  the  "Index  to  Financial  Statements"  on  page  F-1.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

     There  have been no changes in accountants since our incorporation in 1994,
nor  have  there  been  any  disagreements  with  accountants  on  any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure.

                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

DIRECTORS  AND  EXECUTIVE  OFFICERS.

     Directors  are  elected  annually  and  hold  office  until the next annual
meeting of our stockholders or until their successors are elected and qualified.
Officers  are  elected  annually  and  serve  at  the discretion of the Board of
Directors.  There  is  no  family  relationship  between  or  among  any  of our
directors  and  executive  officers.  Our  Board  of  Directors consists of five
persons.

<TABLE>
<CAPTION>
Name                Age  Position
------------------  ---  ----------------------------------------------------
<S>                 <C>  <C>
Eric Langan          31  Director, CEO, President and Chief Financial Officer
Michael S. Thurman   39  Director, COO and V.P.-Director of Operations.
Travis Reese         29  Director and V.P.-Director of Technology
Robert L.  Watters   48  Director
Alan Bergstrom       53  Director
</TABLE>


                                       22
<PAGE>
     Eric  S.  Langan  has  been our Director since 1998 and our President since
March,  1999.  Mr.  Langan  is  also our acting Chief Financial Officer.  He has
been  involved  in  the adult entertainment business since 1989.  Mr. Langan has
also  served  as  the  President and Director of Taurus Entertainment Companies,
Inc.  since  November, 1997.  Taurus is our public subsidiary. From January 1997
through  the  present,  he  has held the position of President with XTC Cabaret,
Inc.,  which  was  subsequently  acquired  by  Taurus.  From November 1992 until
January  1997,  Mr.  Langan  was  the President of Bathing Beauties, Inc.  Since
1989,  Mr.  Langan  has exercised managerial control over the grand openings and
operations  of  more  than twelve adult entertainment businesses.  Through these
activities,  Mr.  Langan  has  acquired  the  knowledge  and skills necessary to
successfully  operate  adult  entertainment  businesses.

     Robert L. Watters is the founder and has been our director since 1986.  Mr.
Watters was our president and our chief executive officer from 1991 until March,
1999.  He was also a founder in 1989 and operator until 1993 of the Colorado Bar
&  Grill,  an adult cabaret located in Houston, Texas and in 1988 performed site
selection,  negotiated  the  property  purchase  and  oversaw  the  design  and
permitting  for  the  cabaret  that became the Cabaret Royale, in Dallas, Texas.
Mr.  Watters practiced law as a solicitor in London, England and is qualified to
practice  law  in  New  York state.  Mr. Watters worked in the international tax
group of the accounting firm of Touche, Ross & Co.  (now succeeded by Deloitte &
Touche)  from  1979  to  1983  and was engaged in the private practice of law in
Houston,  Texas  from  1983  to  1986,  when he became involved in our full time
management.  Mr.  Watters  graduated  from  the  London  School of Economics and
Political  Science,  University  of  London,  in  1973  with  a Bachelor of Laws
(Honours)  degree and in 1975 with a Master of Laws degree from Osgoode Hall Law
School,  York  University.

     Michael S. Thurman became our Director and our V.P.- Director of Operations
in 1999.  He has been employed in the bar and restaurant industry since 1982 for
several  operators of bars and restaurants.  He has served in various management
positions.  From  1986  through  1989  Mr. Thurman worked as the controller of a
multi-location  bar  and  restaurant  chain  with  annual  sales  in  1989  of
approximately  $6,000,000.  Beginning  in 1989, Mr. Thurman worked in managerial
capacities  for  adult  entertainment  businesses  located  in  Houston,  Texas
including  the  Colorado  Bar  & Grill, the Gold Club, Rick's, and Caligula XXI.
From 1994 until 1997, Mr. Thurman was employed as the chief financial officer of
XTC  Group  and  the  XTC  Cabaret,  businesses now owned and operated by Taurus
Entertainment Companies, Inc., which became our subsidiary in 1998.  During 1997
until  mid-1998,  Mr.  Thurman was a director of Taurus Entertainment Companies,
Inc.,

     Alan  Bergstrom became our Director in 1999.  Since 1997, Mr. Bergstrom has
been  the  Chief  Operating  Officer  of Eagle Securities which is an investment
consulting  firm.  Mr.  Bergstrom  is also a registered stock broker with Rhodes
Securities,  Inc.  From  1991  until  1997,  Mr.  Bergstrom  was  a  vice
president--investments  with Principal Financial Securities, Inc.  Mr. Bergstrom
holds  a  B.B.A.  Degree  in  Finance,  1967,  from  the  University  of  Texas.


                                       23
<PAGE>
     Travis  Reese  became  our  Director and our V.P.-Director of Technology in
1999.  From  1997  through  the  present,  Mr.  Reese  has been a senior network
administrator  at  St.  Vincent's Hospital in Sante Fe, New Mexico. During 1997,
Mr.  Reese  was  a  computer systems engineer with Deloitte & Touche.  From 1995
until  1997,  Mr.  Reese was a vice-president with Digital Publishing Resources,
Inc., an internet service provider.  From 1994 until 1995, Mr. Reese was a pilot
with  Continental  Airlines.  From  1992  until 1994, Mr. Reese was a pilot with
Hang  On,  Inc.,  an  airline  company.  Mr.  Reese  has an Associates Degree in
Aeronautical  Science  from  Texas  State  Technical  College.

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     We  have  no compensation committee and no nominating committee.  Decisions
concerning  executive  officer compensation for 1999 were made by the full Board
of Directors.   Eric S. Langan, Michael S. Thurman and Travis Reese are our only
directors  who  are  also  our  officers.

     We  have  an  Audit  Committee  of  independent directors whose members are
Robert  L.  Watters  and  Alan  Bergstrom.  The  primary  purpose  of  the Audit
Committee  is  to oversee our financial reporting process on behalf of the Board
of  Directors.  The  Audit  Committee  will  meets  privately  with  our  Chief
Accounting Officer and with our independent public accountants and evaluates the
responses by the Chief Accounting Officer both to the facts presented and to the
judgments  made  by  the  outside  independent accountants.  The Audit Committee
reports  its  activities  to  the full Board after each such meeting so that the
Board  is  kept informed of its activities on a current basis.  In addition, the
activities and responsibilities of the Audit Committee include the nomination or
selection  of the independent auditors, review of the results of the audit and a
detailed  review  of  the  overall  Company  and  the  adequacy  of our internal
controls.

     The  Board of Directors held six meetings and took action by consent on six
occasions  during  the  fiscal  year  ended  September  30,  1999.

     There  is  no family relationship between or among any of our directors and
executive  officers.

CERTAIN  SECURITIES  FILINGS

     We believe that all persons subject to Section 16(a) of the Exchange Act in
connection  with  their  relationship  with  us have complied on a timely basis.


                                       24
<PAGE>
ITEM  10.     EXECUTIVE  COMPENSATION

     The  following  table reflects all forms of compensation for services to us
for  the  fiscal  years  ended  September  30,  1999,  1998  and 1997 of certain
executive  officers.  No  other  executive officer of ours received compensation
that  exceeded  $100,000  during  1999.

<TABLE>
<CAPTION>
                                   SUMMARY COMPENSATION TABLE

                  Annual  Compensation                       Long  Term  Compensation
                                                Awards                       Payouts
                                    Other                 Securities
Name and                            Annual    Restricted  Underlying  Other     All
Principal                          Compen-      Stock      Options/    LTIP   Compens-
Position   Year   Salary   Bonus  sation (1)    Awards       SARs     Payouts  sation
---------  ----  --------  -----  ----------  ----------  ----------  -------  -------
<S>        <C>   <C>       <C>    <C>         <C>         <C>         <C>      <C>
Eric       1999  $155,000 (2)-0-         -0-         -0-      85,000      -0-      -0-
Langan     1998       -0-    -0-         -0-         -0-      50,000      -0-      -0-
Director,  1997       -0-    -0-         -0-         -0-         -0-      -0-      -0-
President  and  Acting  CFO
and CFO

Robert L.(3)1999 $137,500    -0-         -0-         -0-      10,000      -0-      -0-
Watters     1998 $325,000    -0-         -0-         -0-      20,000      -0-      -0-
Director    1997 $325,000    -0-         -0-         -0-         -0-      -0-      -0-
<FN>
__________________________________
(1)     We  provide certain executive officers certain personal benefits.  Since
        the  value of such benefits does not exceed the lesser of $50,000 or 10%
        of  annual  compensation,  the  amounts  are  omitted.
(2)     We  paid  Mr.  Langan  $155,000 as compensation in fiscal 1999, of which
        $52,000 was allocated to our subsidiary, Taurus Entertainment Companies,
        Inc.
(3)     Mr.  Watters  is a director of the Company.  However, Mr. Watters ceased
        being  an  executive  officer  of  the  Company  in  March,  1999.
</TABLE>


                                       25
<PAGE>
<TABLE>
<CAPTION>
                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (Individual Grants)


              Number of    Percent of Total
              Securities     Options/SARs
              Underlying      Granted To
             Options/SARs    Employees In     Exercise of     Expiration
Name           Granted        Fiscal Year      Base Price        Date
-----------  ------------  -----------------  ------------  --------------
<S>          <C>           <C>                <C>           <C>

Eric Langan        85,000               70 %  $       2.70  August 4, 2004

Robert L.          10,000                 8%  $       2.70  August 4, 2004
Watters
</TABLE>

<TABLE>
<CAPTION>
               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES


                                        Number Of
                                       Unexercised      Value of
                                       Securities      Unexercised
                                       Underlying     In-The-Money
                                      Options/SARs    Options/SARs
                Shares                  At FY-End       At FY-End
             Acquired On    Value     Exercisable/    Exercisable/
Name           Exercise    Realized   Unexercisable   Unexercisable
-----------  ------------  --------  ---------------  -------------
<S>          <C>           <C>       <C>              <C>
Eric Langan       -0- (1)       -0-  130,000 / 5,000      -0- / -0-

Robert L.         -0- (1)       -0-    5,000 / 5,000      -0- / -0-
Watters
<FN>
____________________
(1)      Mr. Langan and Mr. Watters did not exercise any options during the last
fiscal  year.
</TABLE>

DIRECTOR  COMPENSATION

     We  do  not currently pay any cash directors' fees, but we pay the expenses
of our directors in attending board meetings.  In August, 1999, we issued 10,000
options to each present Director. These options have a strike price of $2.70 per
share  and  expire  in  August,  2009.  Half  of  these options were immediately
exercisable  and  half  will  become  exercisable  in  August,  2000.


                                       26
<PAGE>
EMPLOYEE  STOCK  OPTION  PLANS

     While  we  have  been  successful  in  attracting  and  retaining qualified
personnel,  we  believe  that  our  future  success  will  depend in part on our
continued  ability  to  attract  and  retain highly qualified personnel.  We pay
wages and salaries that we believe are competitive.  We also believe that equity
ownership  is  an  important factor in our ability to attract and retain skilled
personnel.  We  have  adopted Stock Option Plans for employee and directors. The
purpose  of  the  Plans  is  to  further our interests, our subsidiaries and our
stockholders  by  providing  incentives  in  the  form  of  stock options to key
employees  and  directors  who  contribute  materially  to  our  success  and
profitability.  The  grants  recognize  and  reward  outstanding  individual
performances and contributions and will give such persons a proprietary interest
in  us,  thus  enhancing  their  personal  interest in our continued success and
progress.  The  Plans  also  assist  us  and  our subsidiaries in attracting and
retaining  key  employees  and directors. Plans are administered by the Board of
Directors.  The  Board  of  Directors  has  the  exclusive  power  to select the
participants in the Plans, to establish the terms of the options granted to each
participant,  provided  that all options granted shall be granted at an exercise
price equal to at least 85% of the fair market value of the common stock covered
by  the  option  on  the  grant date and to make all determinations necessary or
advisable  under  the  Plans.

     In  1995 we adopted the 1995 Stock Option Plan. A total  of 300,000  shares
may  be  granted and sold under the 1995 Plan.  As  of June 17, 1999, a total of
142,500  stock  options  had  been  granted and are outstanding under  the Plan,
none  of  which  have  been  exercised.  The  Company  does  not  plan  to issue
any  additional  options  under  the  1995  Plan.

     In  August, 1999 we adopted the 1999 Stock Option Plan.  A total of 500,000
shares  may be granted and sold under the 1999 Plan. As of September 30, 1999, a
total  of  50,000  stock  options had been granted and are outstanding under the
Plan,  none  of  which  have  been  exercised.

EMPLOYMENT  AGREEMENT

     We  have a three year employment agreement with Eric S. Langan (the "Langan
Agreement").  The  Langan Agreement extends through August 11, 2001 and provides
for  an  annual  base  salary  of  $171,600.  In  April, 1999, Mr. Langan took a
voluntary  salary  reduction  for the remainder of fiscal year 1999 of 20% for a
reduction  of  $34,320.  The Langan Agreement also provides for participation in
all  benefit  plans  maintained  by  us  for  salaried  employees.  Mr. Langan's
Agreement  contains  a  confidentiality provision and an agreement by Mr. Langan
not to compete with us upon the expiration of the Langan Agreement.  We have not
established  long  term  incentive  plans or defined benefit or actuarial plans.
Pursuant  to  the  Langan Agreement, Mr. Langan has received options to purchase
125,000  (post-reverse  split)  of  our shares at an exercise price of $1.87 per
share,  vesting  in  August,  1999.


                                       27
<PAGE>
ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets forth certain information at December 20, 1999,
with  respect  to the beneficial ownership of shares of Common Stock by (i) each
person  known to us who owns beneficially more than 5% of the outstanding shares
of  Common  Stock,  (ii)  each  of  our  directors,  (iii) each of our executive
officers  and  (iv)  all  of  our  executive  officers and directors as a group.
Unless  otherwise  indicated,  each  stockholder  has sole voting and investment
power  with  respect  to  the shares shown.  As of December 20, 1999, there were
3,610,493  shares  of  Common  Stock  outstanding.

<TABLE>
<CAPTION>
Name and                        Number of     Title of     Percent
Address                          Shares        Class      of Class
-----------------------------  -----------  ------------  ---------
<S>                            <C>          <C>           <C>
Eric S. Langan
505 North Belt, Suite 630
Houston, Texas 77060           916,038 (1)  Common Stock        25%

Robert L. Watters
315 Bourbon Street
New Orleans, Louisiana 70130    5,000  (2)  Common Stock        .1%

Michael S. Thurman
505 North Belt, Suite 630
Houston, Texas 77060           18,572  (3)  Common Stock        .5%

Travis Reese
505 North Belt, Suite 630
Houston, Texas 77060            5,100  (2)  Common Stock        .1%

Alan Bergstrom                 10,000  (2)  Common Stock        .3%
707 Rio Grande, Suite 200
Austin, Texas 78701


                                       28
<PAGE>
E. S. Langan. L.P.
505 North Belt, Suite 630
Houston, Texas 77060              578,632   Common Stock      16.1%

Ralph McElroy                   817,147(4)  Common Stock        22%
1211 Choquette
Austin, Texas, 78757

Steve Wadley                      190,917   Common Stock       5.3%
1491 Oak Springs Drive
Marietta, Georgia 30066

All directors, officers,
(five  persons)                   954,710   Common Stock      25.3%
<FN>
___________________
(1)     This  amount includes shares owned indirectly through E. S. Langan, L.P.
Mr.  Langan  is  the  general partner of E. S. Langan, L.P.  Mr. Langan has sole
voting  and  investment  power  for  207,406  shares that he owns directly.  Mr.
Langan  has  shared  voting and investment power for 578,632 shares that he owns
indirectly  through  E.  S.  Langan,  L.P.  This amount also includes options to
purchase  130,000  shares  of  common  stock  that  are  presently  exercisable.
(2)     Includes  options  to  purchase  5,000  shares  of common stock that are
presently  exercisable
(3)     Includes  options  to  purchase 10,000  shares of common stock which are
presently  exercisable.
(4)     Includes  66,545  shares  of  common  stock which would be issuable upon
conversion  of  a  convertible  debenture  held  by  Mr. McElroy.  Also includes
52,135  shares  of  common  stock  which  would be issuable upon conversion of a
convertible  promissory  note  held  by  Mr.  McElroy.
</TABLE>


                                       29
<PAGE>
ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Our  Board  of  Directors  has  adopted  a  policy that our affairs will be
conducted  in all respects by standards applicable to publicly held corporations
and that we will not enter into any future transactions and/or loans between the
us  and our officers, directors and 5% shareholders unless the terms are no less
favorable  than  could  be  obtained from independent, third parties and will be
approved  by  a majority of our independent and disinterested directors.  In our
view,  all  of  the  transactions  described  below  meet  this  standard.

     In  August,  1998,  we acquired approximately 93% of the outstanding common
stock  of  Taurus  Entertainment  Companies,  Inc. ("Taurus") in a private stock
exchange  transaction  with  the certain principal stockholders of Taurus, among
whom  were  Eric  S.  Langan  and  Ralph  McElroy.  The Stock Exchange Agreement
provided  that  we  exchange  one  share  of our common stock for each three and
one-half  shares  of Taurus common stock owned by certain principal shareholders
of  Taurus.  As  a result of the Exchange, Mr. Langan received 402,146 shares of
our  common  stock, and Mr. McElroy received 393,389 shares of our common stock.
The  terms and conditions of the Exchange were determined by the parties through
arms  length  negotiations.

     In  a  transaction  simultaneous  to the acquisition of Taurus, we acquired
certain  real  estate  in  San Antonio, Texas from Mr. McElroy.  We acquired the
property  from  Mr.  McElroy  for  the  same price that Mr. McElroy paid for the
property.  We  financed  the  purchase  of the property by the issuance of a six
year  $366,000  Convertible Debenture, secured by the real estate acquired.  The
Convertible Debenture bears interest at the rate of 12% per annum, with interest
payable  monthly.  Interest  payments  began  in September, 1998.  The principal
balance  of  the  Convertible  Debenture is due in one lump sum payment in July,
2004.  The  Convertible  Debenture  is  subject  to redemption at our option, in
whole  or  in  part,  at  100%  of  the principal face amount of the Convertible
Debenture  redeemed plus any accrued and unpaid interest on the redemption date,
at  any  time and from time to time, upon not less than 30 nor more than 60 days
notice,  if the closing price of our common stock shall have equaled or exceeded
$8.50  per  share  of  common  stock for ten (10) consecutive trading days.  The
Convertible  Debenture  is  convertible  into shares of Common Stock at any time
prior to maturity (unless earlier redeemed) at the Conversion Price of $2.75 per
share.  In the event that we file a Registration Statement to register shares of
our  Common  Stock  with  the  Securities and Exchange Commission on Form S-3 or
other  similar  form (except for Form S-8 or Form S-4) than we will undertake to
use  our  best  efforts  to register for resale all of Mr. McElroy's shares into
which  the  Convertible  Debenture  may be converted under the same Registration
Statement.

     In  a  transaction  simultaneous  to  the  acquisition  of  Taurus,  Taurus
refinanced  a  mortgage  on one of its real estate holdings in Houston, Texas by
extinguishing  this  mortgage  and  replacing  it  with  a Convertible Debenture
secured  by  this  real  estate.  The  mortgagee was Mr. McElroy and Mr. McElroy
received  the Convertible Debenture.  Taurus had purchased the property from Mr.
McElroy  for  the  same  price  that  Mr.  McElroy  paid  for  the property.  We
refinanced the purchase of the property on terms more favorable to Taurus by the
issuance  of  a  six  year  $286,744  Convertible Debenture, secured by the real
estate  acquired.  We  are  a  guarantor  of  this  Convertible  Debenture.  The
Convertible Debenture bears interest at the rate of 12% per annum, with interest


                                       30
<PAGE>
payable  monthly.  Interest  payments  began  in September, 1998.  The principal
balance  of  the  Convertible  Debenture is due in one lump sum payment in July,
2004.  The  Convertible Debenture is convertible into shares of our common stock
at  any  time  prior to maturity at the Conversion Price of $2.75 per share.  In
the event that we file a Registration Statement to register shares of our Common
Stock  with  the Securities and Exchange Commission on Form S-3 or other similar
form  (except  for  Form S-8 or Form S-4) than we will undertake to use our best
efforts  to  register  for  resale  all  of  Mr. McElroy's shares into which the
Convertible  Debenture  may  be converted under the same Registration Statement.

     On  March  29,  1999,  Robert  L.  Watters,  our  Director,  purchased  RCI
Entertainment  Louisiana,  Inc.  ("RCI  Louisiana"),  our  subsidiary,  for  the
purchase  price  of $2,200,000 consisting of $1,057,327 in cash, the endorsement
over  to  us  of  a  $652,744  secured  promissory  note  (the "McElroy Note"),a
guaranteed  promissory  note  in the amount of $326,773 made by Mr. Watters (the
"Watters  Note"),  and  the  cancellation  by  Mr.  Watters  of  our  $163,156
indebtedness  to  him.  The  McElroy  Note,  which  is  due July 31, 2004, bears
interest  at the rate of twelve percent (12%) per annum with interest being paid
monthly.  The principal of the McElroy Note is due in one lump sum payment.  The
McElroy  Note  is  secured  by  (i)  our  convertible  debenture in the original
principal  amount of $366,000, which we  issued on August, 11, 1998, in favor of
Mr.  McElroy  (the "Convertible Debenture") and (ii) a promissory note of Taurus
Entertainment  Companies, Inc. (our subsidiary) and guaranteed by us(which has a
conversion  feature)  in  the  original  principal  amount of $286,744.61, dated
August  11,  1998, in favor of Mr. McElroy, (the "Convertible Promissory Note").
Both  the  Convertible Debenture and the Convertible Promissory Note are secured
by  certain real estate holdings of us or our subsidiaries.  The Watters Note is
guaranteed  by  RCI  Louisiana,  which operates a Rick's Cabaret in New Orleans,
Louisiana.  In  connection  with  the acquisition of the stock of RCI Louisiana,
Mr.  Watters  also  assumed  RCI  Louisiana's  liabilities  of  approximately
$1,400,000.  As  a  condition  of this transaction, Mr. Watters arranged for the
release  by  a  lender  of  our  liability of $763,199 owed to the lender by RCI
Louisiana,  which  we  had  guaranteed.  We  obtained  an  opinion from Chaffe &
Associates,  Inc.,  a  New  Orleans  investment  banking  firm, stating that the
purchase  price  paid by Mr. Watters for RCI Louisiana was fair from a financial
point  of  view  to  our  shareholders.  The  terms of this transaction were the
result  of  arms  length negotiations between us and Mr. Watters.  In connection
with  the sale of RCI Louisiana, Mr. Watters, and Erich Norton White, our former
director,  entered  into  agreements  with  us  to  terminate  their  Employment
Agreements  and to cancel all stock options on our common stock which they held.
Further,  in  connection  with  the  sale  of  RCI Louisiana, we entered into an
Exclusive  Licensing  Agreement  with  Mr. Watters which granted Mr. Watters the
right  to  the  use  of  the name "Rick's Cabaret" and all logos, trademarks and
service  marks  attendant  thereto  for use in the states of Louisiana, Florida,
Mississippi  and  Alabama.


                                       31
<PAGE>
ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)   Exhibits

Exhibit  No.  Identification  of  Exhibit
3.1   *      The  Company's Articles of Incorporation, which are incorporated by
             reference  to the Company's Form SB-2 Exhibit 3.1 as effective with
             the  Commission  on  October  12,  1995.

3.2   *      The  Company's  By-laws, which are incorporated by reference to the
             Company's  Form  SB-2 Exhibit 3.2  as effective with the Commission
             on October 12, 1995.

4.1   **     Specimen  of  the  Company's  common  stock  certificate.

4.2   *      Instruments  defining  the  rights  of  security holders, which are
             incorporated by reference to the Company's Form SB-2 Exhibit 4.2 as
             effective  with  the  Commission  on  October  12,  1995.

4.3   *      Form  of  Debenture,  which  is  incorporated  by  reference to the
             Company's  Form  8-K  dated  August  11,  1998.

10.1  *      Form of Stock Exchange Agreement With Certain Taurus Holders, which
             is  incorporated  by  reference  to  the  Company's  Form  8-K.

10.2  *     Employment  Agreement  with  Eric  Langan,  which is incorporated by
            reference  to  the  Company's  Form  8-K  dated  August  11,  1998.

21.1  *     Subsidiaries,  which  is  incorporated by reference to the Company's
            Form  10-KSB  for  the  year  ended  September  30,  1998.

27.1  **    Financial  Data  Schedule
______________________
*     Incorporated  by  reference
**    Filed  herewith

(b)  Reports  on  Form  8-K.

     No  Reports  on  Form 8-K were filed during the quarter ended September 30,
1999.


                                       32
<PAGE>
                                   SIGNATURES

     In  accordance with the requirements of Section 13 of 15(d) of the Exchange
Act,  the  Registrant  has  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  on  December  20,  1999.

                              Rick's  Cabaret  International,  Inc.
                              By: /s/ Eric Langan
                              ------------------------------
                              Eric  Langan,  Director,  CEO,  President  and
                              Chief  Financial  Officer

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

Signature               Title                           Date
---------               -----                           ----
/s/ Eric Langan                                         December  20,  1999
----------------------   Director,  CEO,  President
    Eric Langan          and Chief Financial Officer

/s/ Michael S. Thurman                                  December  20,  1999
----------------------   Director,  COO  and
    Michael S. Thurman   V.P.-Director of Operations

/s/ Travis Reese                                        December  20,  1999
----------------------   Director  and
    Travis Reese         V.P.-Director of Technology

/s/ Robert L. Watters                                   December  20,  1999
----------------------   Director
    Robert L. Watters

/s/ Alan Bergstrom                                      December  20,  1999
----------------------   Director
    Alan Bergstrom


                                       33
<PAGE>
<TABLE>
<CAPTION>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES

                          AUDITED FINANCIAL INFORMATION

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                            PAGE
                                                            ----
<S>                                                         <C>
Independent Auditor's Report                                F-2

Consolidated Balance Sheets for the years ended
  September 30, 1999 and 1998                               F-3

Consolidated Statements of Operations for the years ended
  September 30, 1999 and 1998                               F-4

Consolidated Statements of Changes in Stockholders' Equity
  for the years ended September 30, 1999 and 1998           F-5

Consolidated Statements of Cash Flows for the years ended
  September 30, 1999 and 1998                               F-6

Notes to Consolidated Financial Statements                  F-7
</TABLE>


                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



Board  of  Directors  and  Stockholders
Rick's  Cabaret  International,  Inc.


We  have  audited the accompanying consolidated balance sheets of Rick's Cabaret
International,  Inc. and subsidiaries as of September 30, 1999 and 1998, and the
related  consolidated  statements of operations, changes in stockholders' equity
and  cash  flows  for  the  years then ended. These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits 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 consolidated financial statements referred to above present
fairly,  in all material respects, the consolidated financial position of Rick's
Cabaret  International, Inc. and subsidiaries as of September 30, 1999 and 1998,
and  the  results  of  their  operations and their cash flows for the years then
ended  in  conformity  with  generally  accepted  accounting  principles.


                        /s/ Jackson  &  Rhodes  P.C.


Dallas,  Texas
December  1,  1999


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                       RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEETS
                                   SEPTEMBER 30, 1999 AND 1998


                                 ASSETS
                                                                         1999          1998
                                                                     ------------  ------------
<S>                                                                  <C>           <C>
 Current assets:
   Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   378,161   $   597,644
   Accounts receivable. . . . . . . . . . . . . . . . . . . . . . .      225,565        58,023
   Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . .      115,773        94,633
   Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . .      102,031        34,876
   Land held for sale . . . . . . . . . . . . . . . . . . . . . . .      200,000       569,069
                                                                     ------------  ------------
     Total current assets . . . . . . . . . . . . . . . . . . . . .    1,021,530     1,354,245
                                                                     ------------  ------------
 Property and equipment:
   Buildings, land and leasehold improvements . . . . . . . . . . .    8,324,297     9,851,798
   Furniture and equipment. . . . . . . . . . . . . . . . . . . . .    1,569,767     1,609,031
                                                                     ------------  ------------
                                                                       9,894,064    11,460,829
   Less accumulated depreciation. . . . . . . . . . . . . . . . . .   (1,340,343)   (1,213,557)
                                                                     ------------  ------------
                                                                       8,553,721    10,247,272
                                                                     ------------  ------------
 Other assets:
   Goodwill, less accumulated amortization of $386,066 and $91,924.    2,839,745     3,154,804
   Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      223,141       112,025
                                                                     ------------  ------------
                                                                       3,062,886     3,266,829
                                                                     ------------  ------------
                                                                     $12,638,137   $14,868,346
                                                                     ============  ============


              LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
   Current portion of long-term debt (Note 5) . . . . . . . . . . .  $   375,622   $   718,636
   Accounts payable - trade . . . . . . . . . . . . . . . . . . . .      514,447     1,179,410
   Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . .      115,752       344,032
                                                                     ------------  ------------
     Total current liabilities. . . . . . . . . . . . . . . . . . .    1,005,821     2,242,078
 Long-term debt, less current portion (Note 5). . . . . . . . . . .    4,282,777     6,015,903
                                                                     ------------  ------------
         Total liabilities. . . . . . . . . . . . . . . . . . . . .    5,288,598     8,257,981
                                                                     ------------  ------------
 Commitments and contingencies (Note 8) . . . . . . . . . . . . . .            -             -
 Minority interests . . . . . . . . . . . . . . . . . . . . . . . .       34,247        11,896
 Stockholders' equity (Notes 1 and 10):
   Preferred stock - $.10 par, authorized
     1,000,000 shares; none issued. . . . . . . . . . . . . . . . .            -             -
   Common stock - $.01 par, authorized
     15,000,000 shares;  issued 3,613,678 and 3,233,677 shares. . .       36,137        32,337
   Additional paid-in capital . . . . . . . . . . . . . . . . . . .    9,727,309     8,973,714
   Retained earnings (deficit). . . . . . . . . . . . . . . . . . .   (2,448,154)   (2,407,582)
                                                                     ------------  ------------
     Total stockholders' equity . . . . . . . . . . . . . . . . . .    7,315,292     6,598,469
                                                                     ------------  ------------
                                                                     $12,638,137   $14,868,346
                                                                     ============  ============
</TABLE>

           See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998


                                                     1999         1998
                                                 ------------  -----------
<S>                                              <C>           <C>
 Revenues:
   Sales of alcoholic beverages . . . . . . . .  $ 4,511,205   $4,028,988
   Sales of food. . . . . . . . . . . . . . . .    1,035,178      515,821
   Service revenues . . . . . . . . . . . . . .    4,229,426    3,010,999
   Other. . . . . . . . . . . . . . . . . . . .      605,618      275,723
                                                 ------------  -----------

                                                  10,381,427    7,831,531
                                                 ------------  -----------

 Operating expenses:
   Cost of goods sold . . . . . . . . . . . . .    1,437,553    1,102,556
   Salaries and wages . . . . . . . . . . . . .    3,637,637    2,653,558
   Other general and administrative:
     Taxes and permits. . . . . . . . . . . . .    1,408,115      831,388
     Charge card fees . . . . . . . . . . . . .      187,428      160,474
     Rent . . . . . . . . . . . . . . . . . . .      264,988      395,038
     Legal and accounting . . . . . . . . . . .      716,545      355,186
     Advertising. . . . . . . . . . . . . . . .      585,470      488,224
     Other. . . . . . . . . . . . . . . . . . .    2,102,031    2,065,934
                                                 ------------  -----------

                                                  10,339,767    8,052,358
                                                 ------------  -----------

 Income (loss) from operations. . . . . . . . .       41,660     (220,827)

 Other income (expense)
   Interest expense . . . . . . . . . . . . . .     (545,829)    (384,037)
   Gain on sale of subsidiary . . . . . . . . .      169,955            -
   Excess of insurance proceeds over fire loss.      290,769            -
   Loss on lease termination. . . . . . . . . .     (219,780)           -
   Other. . . . . . . . . . . . . . . . . . . .      222,653            -
                                                 ------------  -----------

 Net loss . . . . . . . . . . . . . . . . . . .  $   (40,572)  $ (604,864)
                                                 ============  ===========

 Basic loss per common share. . . . . . . . . .  $     (0.01)  $    (0.28)
                                                 ------------  -----------
 Weighted average shares outstanding. . . . . .    3,355,969    2,169,017
                                                 ============  ===========
</TABLE>

           See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                          RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998


                                               Common Stock     Additional     Retained
                                            ------------------
                                            Number of             Paid-in      Earnings
                                             Shares    Amount     Capital     (Deficit)       Total
                                            ---------  -------  -----------  ------------  -----------
<S>                                         <C>        <C>      <C>          <C>           <C>
 Balance, September 30, 1997 . . . . . . .  2,057,461  $20,575  $ 5,960,880  $(1,802,718)  $4,178,737

 Acquisition of Taurus Entertainment
      Companies, Inc.. . . . . . . . . . .    721,713    7,217    2,000,533            -    2,007,750

 Acquisition of Minnesota property . . . .     73,816      738      181,405            -      182,143

 Shares issued for accounts payable. . . .     22,000      220       59,483            -       59,703

 Sales of common stock for cash. . . . . .    358,687    3,587      771,413            -      775,000

 Net income (loss) . . . . . . . . . . . .          -        -            -     (604,864)    (604,864)
                                            ---------  -------  -----------  ------------  -----------

 Balance, September 30, 1998 . . . . . . .  3,233,677   32,337    8,973,714   (2,407,582)   6,598,469

 Sales of common stock for cash. . . . . .    312,501    3,125      621,877            -      625,002

 Issuance of common stock for services . .     67,500      675       63,065            -       63,740

 Stock options issued for future services.          -        -       30,000            -       30,000

 Stock options issued as compensation. . .          -        `       38,653            -       38,653

 Net income (loss) . . . . . . . . . . . .          -        -            -      (40,572)     (40,572)
                                            ---------  -------  -----------  ------------  -----------

 Balance, September 30, 1999 . . . . . . .  3,613,678  $36,137  $ 9,727,309  $(2,448,154)  $7,315,292
                                            =========  =======  ===========  ============  ===========
</TABLE>

           See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                 RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998


                                                             1999          1998
                                                         ------------  ------------
<S>                                                      <C>           <C>
 Net loss . . . . . . . . . . . . . . . . . . . . . . .  $   (40,572)  $  (604,864)

 Adjustments to reconcile net loss to net
   cash provided (used) by operating activities:
   Depreciation and amortization. . . . . . . . . . . .      630,001       440,055
   Issuance of common stock for services. . . . . . . .       63,740             -
   Stock options issued as compensation . . . . . . . .       38,653             -
   Loss on lease termination. . . . . . . . . . . . . .      219,780             -
   Minority interest. . . . . . . . . . . . . . . . . .       22,351        (6,826)
   Gain on sale of subsidiary . . . . . . . . . . . . .     (169,955)            -
   Excess of insurance proceeds over fire loss. . . . .     (290,769)            -
   Loss on sale of land . . . . . . . . . . . . . . . .            -        33,650
   Other. . . . . . . . . . . . . . . . . . . . . . . .            -        15,169
   Changes in assets and liabilities:
     Accounts receivable. . . . . . . . . . . . . . . .     (520,169)      (56,975)
     Inventories. . . . . . . . . . . . . . . . . . . .      (56,866)      (31,935)
     Prepaid expenses and other assets. . . . . . . . .      (68,981)      126,620
     Accounts payable and accrued liabilities . . . . .     (370,560)      512,278
     Income taxes payable/receivable. . . . . . . . . .            -
                                                         ------------
       Net cash provided (used) by operating activities     (543,347)      427,172
                                                         ------------  ------------

 Cash flows from investing activities:
   Additions to property and equipment and goodwill . .   (1,038,600)   (1,089,467)
   Insurance proceeds -- fire damage. . . . . . . . . .      496,625             -
   Cash in subsidiary sold. . . . . . . . . . . . . . .     (171,899)            -
   Proceeds from sale of subsidiary . . . . . . . . . .    1,057,327             -
   Proceeds from sale of land . . . . . . . . . . . . .            -       782,002
                                                         ------------  ------------
       Net cash provided (used) by investing activities      343,453      (307,465)
                                                         ------------  ------------

 Cash flows from financing activities:
   Common stock issued, less offering costs . . . . . .      625,002       775,000
   Increase in long-term debt . . . . . . . . . . . . .        9,057             -
   Payments on long-term debt . . . . . . . . . . . . .     (653,648)     (654,473)
                                                         ------------  ------------
       Net cash provided (used) by financing activities      (19,589)      120,527
                                                         ------------  ------------

 Net increase (decrease) in cash. . . . . . . . . . . .     (219,483)      240,234

 Cash at beginning of year. . . . . . . . . . . . . . .      597,644       357,410
                                                         ------------  ------------

 Cash at end of year. . . . . . . . . . . . . . . . . .  $   378,161   $   597,644
                                                         ============  ============


 Cash paid during the period for:
   Interest . . . . . . . . . . . . . . . . . . . . . .  $   501,864   $   380,560
                                                         ============  ============
</TABLE>

           See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998

1.     ORGANIZATION

Rick's  Cabaret International, Inc. (the "Company") was formed in December 1994,
to  acquire  all  the  outstanding  capital  stock  of Trumps Inc. ("Trumps"), a
company  owned 100% by the Company's sole stockholder.  On October 13, 1995, the
Company  completed its public offering of 1,840,000 shares of common stock.  The
proceeds  from  the  sale  of  stock amounted to approximately $4,270,000 net of
underwriting  discounts, commissions and expenses of the offering.   The Company
originally  owned  a premiere adult nightclub offering topless entertainment and
restaurant and bar operations and a non-sexually oriented bar in Houston, Texas.
The  Company  opened  another  premier  adult  nightclub in leased facilities on
Bourbon  Street  in  New  Orleans, Louisiana in January 1997 (sold in 1999 - see
Note  4),  and  during  the  year  ended  September 30, 1998, the Company opened
another  premier  adult  nightclub  in  a  facility  purchased  in  Minneapolis,
Minnesota.  Also  during the year ended September 30, 1998, the Company acquired
approximately  93%  of  the  outstanding  common  stock  of Taurus Entertainment
Companies,  Inc.  ("Taurus"),  a  publicly  held  company  which also owns adult
nightclubs  (see  Note 3).  In December 1998, the Company opened another premier
adult  nightclub  in  north  Houston,  located near George Bush Intercontinental
Airport  in  premises  leased  from  a  subsidiary  of  Taurus.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation

The  consolidated  financial  statements include the accounts of the Company and
its  majority-owned  subsidiaries.  All  significant  intercompany  balances and
transactions  are  eliminated  in  consolidation.

Net  Loss  Per  Common  Share

In  March  1997,  the  Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 128, Earnings Per Share ("SFAS 128"). SFAS
128  provides  a  different  method  of  calculating earnings per share than was
formerly used in APB Opinion 15.  SFAS 128 provides for the calculation of basic
and  diluted  earnings per share.  Basic earnings per share includes no dilution
and  is  computed  by  dividing  income  available to common stockholders by the
weighted  average  number of common shares outstanding for the period.  Dilutive
earnings  per  share  reflects  the  potential dilution of securities that could
share  in  the  earnings of the Company.  The Company was required to adopt this
standard  in  the  fourth  quarter  of  calendar  1997.  Because  the  Company's
potential dilutive securities are antidilutive, the accompanying presentation is
only  of  basic  loss  per  share.  All  share  and per share information in the
accompanying financial statements has been retroactively adjusted to reflect the
effects of a 1-for-2 reverse split of the Company's common shares in March 1999.


                                      F-7
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Use  of  Estimates  and  Assumptions

Preparation  of  the Company's financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect certain reported amounts and disclosures.  Accordingly,
actual  results  could  differ  from  those  estimates.

Inventories

Inventories,  consisting  principally of liquor and food products, are stated at
the  lower  of  cost  or  market  (first-in,  first-out  method).

Cash  Equivalents

For  purposes  of  the statement of cash flows, the Company considers all highly
liquid  debt  instruments purchased with an original maturity of three months or
less  to  be  cash  equivalents.

Property  and  Equipment

Property  and  equipment  are  stated  at  cost.  Cost  of property renewals and
betterments  are  capitalized;  costs  of  property  maintenance and repairs are
charged  against  operations  as  incurred.  Depreciation  is computed using the
straight-line  method  over the estimated useful lives of the individual assets,
as  follows:

     Building  and  improvements     31  years
     Equipment                      5-7  years
     Leasehold  improvements         40  years

Revenue  Recognition

The Company recognizes all revenues at point-of-sale upon receipt of cash, check
or  charge  sale.  This includes VIP Room Memberships, since the memberships are
non-refundable  and  the  Company  has  no  material  obligation  for  future
performance.

Income  Taxes

The  Company  accounts  for  its  income  taxes  in accordance with Statement of
Financial  Accounting  Standards  No. 109, which reflects an asset and liability
approach  in  accounting  for  income  taxes.  The  objective  of  the asset and
liability  method  is  to  establish deferred tax assets and liabilities for the
temporary differences between the financial reporting basis and the tax basis of
the  Company's  assets  and  liabilities  at enacted tax rates expected to be in
effect  when  such  amounts  are  realized  or  settled.


                                      F-8
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Advertising  Costs

During  1997,  the  Company  deferred  costs  of  approximately  $101,000  which
represents  expenditures  incurred  to  develop a new advertising campaign which
will  be  used  in other locations during the next eighteen months.  These costs
are  for  logo  design,  artwork  and ad layouts, a photographic library and the
associated creative fees.  These costs are being amortized over eighteen months.
Amortization  amounted  to approximately $49,000 during the year ended September
30,  1998.

3.     ACQUISITION

On  August  11,  1998, the Company acquired approximately 93% of the outstanding
common  stock  of  Taurus Entertainment Companies, Inc. ("Taurus") for 1,143,426
shares  of  common  stock.  This  acquisition  has  been accounted for using the
purchase  method  of  accounting.  Accordingly,  the  accompanying  financial
statements include the operations of Taurus from the date of acquisition.  Under
purchase  accounting, the total purchase price was allocated to the tangible and
intangible  assets  and  liabilities  of  Taurus  based  upon  their  respective
estimated  fair  values  as  of the closing date based upon valuations and other
analyses.  The  estimated  purchase  price  and  preliminary  adjustments to the
historical  book  value  of  Taurus  are  as  follows:

<TABLE>
<CAPTION>
<S>                                                    <C>
Purchase price, based on value
    of common stock issued (including 300,000
    shares issued as a commission on the transaction)  $2,007,750
Book value of net assets acquired . . . . . . . . . .    (174,176)
                                                       -----------

Purchase price in excess of net assets acquired . . .  $1,833,574
                                                       ===========

Allocation of purchase price in excess of
    net assets acquired:

Increase in property, plant and equipment to
    fair market value . . . . . . . . . . . . . . . .  $1,031,000
Goodwill. . . . . . . . . . . . . . . . . . . . . . .     802,574
                                                       -----------

Total . . . . . . . . . . . . . . . . . . . . . . . .  $1,833,574
                                                       ===========
</TABLE>

The  following  unaudited pro forma consolidated information for the years ended
September  30, 1998 gives effect to the transaction as if it had occurred at the
beginning  of  that  year.  The  unaudited pro forma consolidated information is
presented  for  informational purposes only and is not necessarily indicative of
the  results


                                      F-9
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.     ACQUISITION  (CONTINUED)

of  operations  that would have been achieved had the transaction been completed
as  of  the  beginning  of  each  year, nor are they indicative of the Company's
future  results  of  operations.

<TABLE>
<CAPTION>
                                      1998
                                  ------------
<S>                               <C>
Revenues . . . . . . . . . . . .  $10,947,305
                                  ------------
Loss before cumulative effect of
    accounting change. . . . . .  $(1,166,340)
                                  ------------
Net loss . . . . . . . . . . . .  $(1,166,340)
                                  ------------
Net loss per common share. . . .  $     (0.23)
                                  ------------
</TABLE>

A  facility  in  downtown Minneapolis, Minnesota was purchased in November 1997,
and  renovated.  The  facility  cost  approximately $3,000,000: $200,000 cash at
closing,  95,000  shares of Company common stock, a 10% note payable of $200,000
due  in  eighteen  months  and  the  balance  of $2,500,000 in a 10% note with a
twenty-year  amortization,  maturing  in  2007  (see  Note  4).  The acquisition
resulted  in  recording goodwill in the amount of approximately $2,423,000.  The
Company  also  issued  52,632  shares for related costs.  The Company opened the
location  for  business  in March 1998.  The Minneapolis facility had previously
been  operated as an adult entertainment venue.  Because the Company did not buy
a  business  in  the  transaction,  no  pro  forma  information  is  available.

4.     SALE  OF  SUBSIDIARY

On March 29, 1999 an investment partnership, headed by Eric Langan, President of
the  Company,  and another investor, acquired all of Robert Watters' outstanding
share  of  stock  of the Company.  At the same time, the Company sold one of its
subsidiaries,  RCI Entertainment Louisiana, Inc, which operates a Rick's Cabaret
in  New Orleans, Louisiana, to Mr. Watters for the purchase price of $2,200,000,
consisting of $1,057,327 in cash, a $652,744 secured promissory note made by one
of the purchasers of Mr. Watters' stock, a $326,773 secured promissory note made
by  Mr.  Watters,  and the cancellation by Mr. Watters of the Company's $163,156
debt  to  him.  The  Company  recorded  a  $169,955  gain  on  the  sale.

5.     LONG-TERM  DEBT

Following  is  a  summary  of  long-term  debt  at  September  30:

<TABLE>
<CAPTION>
                                                    1999     1998
                                                    -----  --------
<S>                                                 <C>    <C>
Note payable to a bank, payable $10,000 per month,
plus interest at 8.5%, subsidiary sold in 1999 . .  $   -  $117,749
</TABLE>


                                      F-10
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.     LONG-TERM  DEBT  (CONTINUED)

<TABLE>
<CAPTION>
                                                                   1999         1998
                                                                -----------  -----------
<S>                                                             <C>          <C>
Note payable to a bank, payable $9,919 per month,
including interest at 8.5%, matures July 2002,
Subsidiary sold in 1999. . . . . . . . . . . . . . . . . . . .  $        -   $  740,427
Note payable to a bank, payable $8,122 per month,
including interest at the prime rate plus 1%, matures
December 2001, collateralized by land and building
in Houston, Texas. . . . . . . . . . . . . . . . . . . . . . .     502,027      562,308
12% convertible debenture, payable monthly (interest
only) until maturity July 2004.  See Note 9. . . . . . . . . .           -      364,000
10% note payable to an individual, payable $12,314
per month, including interest, matured August 1999.. . . . . .           -      128,922
9% notes payable to an individual, monthly payments
aggregating $22,732, including interest, maturing in
2018.  Collateralized by real estate in Minneapolis,
Minnesota.  See Note 3.. . . . . . . . . . . . . . . . . . . .   2,449,511    2,499,364
 Note payable to partnership maturing March 2026,
 due in monthly installments of $576 including principal
 and interest at 12%; collateralized by real estate. . . . . .      55,169       55,443
 Note payable to partnership maturing July 2007,
 due in monthly installments of $653 including principal
 and interest at 12%; collateralized by real estate. . . . . .      62,557       62,868
 Note payable to corporation maturing December 2000,
 due in monthly principal installments of $2,000 plus
 interest at 9%; collateralized by real estate.. . . . . . . .           -      147,854
 Note payable to individual maturing July 2004,
 due in monthly installments of $2,868 including principal
 and interest at 12%; collateralized by real estate. . . . . .           -      286,745
 Note payable to individual maturing March 2006,
 due in monthly installments of $2,573, plus interest at
 9.25%; collateralized by real estate. . . . . . . . . . . . .     308,202      310,455
</TABLE>


                                      F-11
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.     LONG-TERM  DEBT  (CONTINUED)

<TABLE>
<CAPTION>
                                                                   1999         1998
                                                                -----------  -----------
<S>                                                             <C>          <C>
 Note payable to corporation maturing April 2002,
 due in monthly installments of $13,758 including
 principal and interest at 10%; collateralized by real estate.  $  411,478   $  528,970
 Note payable to a financing company maturing
 August 2003, due in monthly installments of $5,380,
 including interest at 10%, collateralized by real estate. . .     547,464      556,566
 Various notes, at interest rates ranging from 6% to 12%,
 payable in monthly installments, including interest,
 aggregating approximately $8,500, collateralized by
 real estate.. . . . . . . . . . . . . . . . . . . . . . . . .     321,991      372,868
                                                                -----------  -----------
                                                                 4,658,399    6,734,539
 Less current maturities . . . . . . . . . . . . . . . . . . .    (375,622)    (718,636)
                                                                -----------  -----------
                                                                $4,282,777   $6,015,903
                                                                ===========  ===========
</TABLE>

Substantially  all  the  Company's  assets are pledged to secure the above debt.
The  prime rate was 8.5% at September 30, 1999.  Following are the maturities of
long-term  debt  for  the  years  ending  September  30:

                 2000. . . .  $  375,622
                 2001. . . .     300,716
                 2002. . . .     301,859
                 2003. . . .     605,804
                 2004. . . .     294,878
                 Thereafter.   2,779,520
                              ----------
                              $4,658,399
                              ==========


                                      F-12
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.     INCOME  TAXES

Income  tax  expense  (benefit)  consisted  of  current taxes for 1999 and 1998.
Following  is a reconciliation of income taxes (benefit) at the U.S. Federal tax
rate  to  the  amounts recorded by the Company for the years ended September 30:

<TABLE>
<CAPTION>
                                            1999        1998
                                          ---------  ----------
<S>                                       <C>        <C>
Tax credit on loss before income
    taxes at the statutory rate. . . . .  $(13,000)  $(384,996)
Separate return limitation - unavailable
    loss carrybacks. . . . . . . . . . .    13,000     384,996
                                          ---------  ----------
                                          $      -   $       -
                                          =========  ==========
</TABLE>

The  components  of  the  net  deferred  tax  asset/liability  are as follows at
September  30:

<TABLE>
<CAPTION>
<S>                                     <C>           <C>
Operating loss carryforwards . . . . .  $(1,140,000)  $(1,139,000)
Deferred tax asset valuation allowance    1,140,000     1,139,000
                                        ------------  ------------
                                        $         -   $         -
                                        ============  ============
</TABLE>

For tax purposes, the Company has a net operating loss carryforward amounting to
approximately  $3,425,000 which will expire, if not utilized, beginning in 2012.

7.     RELATED  PARTY  TRANSACTIONS

During  1998,  the Company paid $33,000 for accounting services to an accounting
firm  in  which  a  director  of  the  Company  was  a  principal.

8.     COMMITMENTS  AND  CONTINGENCIES

Leases

The  Company  leases  corporate  office  facilities.  Following is a schedule of
minimum  lease  payments  for  the  years  ending  September  30:

                 2000. . . .  $  13,536
                 2001. . . .     13,536
                 2002. . . .     14,382
                 2003. . . .     15,228

Concentration  of  Credit  Risk

The  Company  invests its cash and certificates of deposit primarily in deposits
with  major  banks.  Certain  deposits  may  be  in  excess of federally insured
limits.  The Company has not incurred losses related to its cash on deposit with
banks.


                                      F-13
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Litigation

In  November,  1998, LMTD, Inc. initiated litigation against a subsidiary of one
of the Company's subsidiaries, Citation Land, LLC ("Citation"), in a case styled
LMTD,  Inc.  v. Texas Warehouse Company, Inc., et al. Cause No. 98-12570, in the
200th  Judicial District Court of Travis County, Texas.  The suit seeks specific
performance  and  damages  against  Texas  Warehouse  Company,  Inc. regarding a
Purchase Option Agreement.  Plaintiff also alleges a tortious interference claim
against  Citation  in  the amount of $540,000.   Counsel for Citation intends to
file  a  counterclaim  and  or  cross action at the time that its answer is due.
Counsel  for  Citation  believes  that the exposure to Citation is minimal.  The
Company  intends  to  vigorously  defend  itself  in this matter and to deny all
allegations.

On  October  15,  1998,  All  City  Beverage  and  Entertainment, Inc. initiated
litigation  against  one of the Company's subsidiaries in a case styled All City
Beverage  and  Entertainment,  Inc.  v.  Taurus  Entertainment  Companies,
Inc.("Taurus"),  Cause  No.  98-  49119, in the 61st  Judicial District Court of
Harris  County,  Texas.  The  suit  seeks  damages  in the amount of $25,000 and
175,000  shares  of  common stock of Taurus in connection with an Asset Purchase
Agreement  between All City Beverage and Entertainment, Inc. and Taurus.  Taurus
has  filed  a  counter-claim  asserting  that there were undisclosed obligations
which Taurus was required to pay.  The counter-claim sought damages in an amount
in  excess  of  $25,000.  This  matter  was  dismissed  for want of prosecution.

On  April  20, 1999 the Company was served as a defendant in litigation that was
filed  on  February  23,  1999.  The  lawsuit is styled John M. Skora and Robert
Martin  v.  Trumps,  Inc., Rick's Cabaret International, Inc., RCI Entertainment
(Texas), Inc., and Robert L. Watters, Cause No. 1999-09394, in the 11th Judicial
District  Court  of  Harris  County,  Texas.  The  plaintiffs  claim  that  they
purchased a dance from one of the dancers at one of the Company's nightclubs and
paid  for  the dance by the use of their credit card. The plaintiffs assert that
the  Company  violated the Texas Finance Code by imposing a surcharge for credit
card  use.  The  Company  has  denied  this  allegation.  The  plaintiffs  seek
reimbursement  for  all  alleged  surcharges, plus statutory penalties, attorney
fees  and  interest  as may be allowed by law. The Company intends to vigorously
defend  itself  in  this  matter.

In  January,  1999,  the  Company  as  named  as  a  defendant  in McGill v. RCI
Entertainment (Minnesota) Inc., No. 98-2742, U.S. District Court, Minnesota. The
plaintiffs  have  asserted  claims for under federal and state civil rights acts
for  discrimination  and  harassment.  The  case is in the discovery stage.  The
Company  intends  to  vigorously  defend  itself.

In  June, 1999, the Company was named as defendant in Hubka v. RCI Entertainment
(Minnesota).  Inc.,  No.  CT  99-009560,  Hennepin  County  District  Court. The
plaintiff  has


                                      F-14
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Litigation  (Continued)

asserted  claims  under  the Minnesota Human Rights Act and for negligence.  The
case  is  in  the  discovery  stage.  The  Company  intends to vigorously defend
itself.

The  Company  is also the subject of other routine legal matters in the ordinary
course  of  business.  The Company does not believe that the ultimate resolution
of  the  above  matters  will  have a material impact on the Company's financial
position  or  results  of  operations.

Sexually  Oriented  Business  Ordinance  of  Houston,  Texas

In  January 1997, the City Council of the City of Houston passed a comprehensive
new  Ordinance  regulating  the  location  of  and  the  conduct within Sexually
Oriented  Businesses.  The new Ordinance established new distances that Sexually
Oriented  Businesses  may be located to schools, churches, playgrounds and other
sexually  oriented  businesses.  There  were  no  provisions  in  the  Ordinance
exempting  previously  permitted sexually oriented businesses from the effect of
the new Ordinance.  In 1997, the Company was informed that Rick's Cabaret at its
location  at  3113 Bering Drive failed to meet the requirements of the Ordinance
and  accordingly  the renewal of the Company's Business License at that location
was  denied.  The  location  in north Houston opened in December, 1998 similarly
failed  to  meet  the  requirements  of  the  Ordinance  as  passed.

The  Ordinance  provided  that  a  business  which  was  denied a renewal of its
operating  permit  due  to  changes in distance requirements under the Ordinance
would  be  entitled  to  continue  in  operation  for  a  period  of  time  (the
"Amortization Period") if the owner were unable to recoup, by the effective date
of  the  Ordinance, its investment in the business that was incurred through the
date  of  the  passage  and  approval  of  the  Ordinance.

The  Company  filed  a  written  request  with the City of Houston requesting an
extension  of  time  during  which  the Company could continue operations at its
original  location  under  the  Amortization  Period provisions of the Ordinance
since  the  Company  was  unable to recoup its investment prior to the effective
date  of  the  Ordinance.  An administrative hearing (the "Hearing") was held by
the  City  of  Houston  to  determine  the appropriate Amortization Period to be
granted to the Company.  At the Hearing, the Company was granted an amortization
period  through  July 1998.  The Company has the right to appeal any decision of
the  Hearing  official  to  the  district  court  in  the  State  of  Texas.

In  May,  1997,  the  City  of  Houston  agreed  to  defer implementation of the
Ordinance  until  the  constitutionality  of the entire Ordinance was decided by
court  trial.  In  February  1998  the  U.S.  District  Court  for  the Southern
District  of  Texas,  Houston,  Division,  struck down certain provisions of the
Ordinance,  including  the  provision  mandating a 1,500 foot distance between a
club  and  schools,  churches  and  other


                                      F-15
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Sexually  Oriented  Business  Ordinance  of  Houston,  Texas  (Continued)

sexually  oriented  business,  leaving  intact  the  provision  of  the 750 foot
distance  as  it  existed  in  the  prior  Houston,  Texas  Ordinance.

There  are  other provisions in the Houston, Texas Ordinance, such as provisions
governing  the  level  of lighting in a sexually oriented business, the distance
between  a  customer  and  dancer  while  the dancer is performing in a state of
undress and provisions regarding the licensing of dancers that were upheld which
may be detrimental to the business by the Company.  The Company, in concert with
other  sexually  oriented businesses, is appealing these aspects of the Houston,
Texas  Ordinance.

The  City  of  Houston  has appealed the District Court's rulings with the Fifth
Circuit  Court of Appeals, and the Company filed a brief with the Fifth Circuit.
In  the event that the City of Houston is successful in an appeal, the Company's
Bering  Drive location could be out of compliance. Such an outcome could have an
adverse  impact  on  the  Company's  future.

On  April  1,  1998, the City of Houston began enforcing certain portions of the
Ordinance,  including  the  distance requirement between a customer and a dancer
while  dancing,  and  the  requirement  that  dancers  be licensed.  The City of
Houston's  enforcement  of  the recently implemented provisions of the Ordinance
could  have  an  adverse  impact  on the Rick's location in Houston, Texas.  The
current  requirement  of  a  three foot distance between a dancer and a customer
could  reduce  customer  satisfaction and could result in fewer customers at the
Houston location.  The requirement that a dancer be licensed may result in fewer
dancers working, which could have an adverse impact on the Houston location.  It
is  unknown  what future impact the enforcement of the Ordinance may have on the
Company's  Houston  locations.

Fair  Value  of  Financial  Instruments

The following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107, Disclosures about Fair
Value  of  Financial  Instruments.  The  estimated  fair value amounts have been
determined  by  the  Company, using available market information and appropriate
valuation  methodologies.

The  fair  value  of  financial  instruments  classified  as  current  assets or
liabilities  including  cash and cash equivalents and notes and accounts payable
approximate  carrying  value  due to the short-term maturity of the instruments.
The  fair value of short-term and long-term debt approximate carrying value base
on  their  effective  interest  rates  compared  to  current  market  rates.


                                      F-16
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Other

The  Company  presently  has  a three year employment agreement with Eric Langan
(the  "Agreement")  to  serve as its President and Chief Executive Officer.  The
Agreement,  which  extends  through  2001, provides for an annual base salary of
$171,600.  The  Agreement  also allows for an annual bonus, at the discretion of
the  Board  of  Directors  (excluding  Mr.  Langan),  based  upon  the financial
performance,  including  evaluation  of  the  income and earnings of the Company
during  the  year.  The Agreement also provides for participation in all benefit
plans  maintained by the Company for salaried employees.  The Agreement contains
a  confidentiality  provision and an agreement by Mr. Langan not to compete with
the  Company  upon  the  expiration  of  the  Agreement.

Uncertainty  Due  to  the  Year  2000  Issue

The  Year  2000  issue  arises  because many computerized systems use two digits
rather  than  four to identify a year.  Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year  2000  dates is processed.  In addition, similar problems may arise in some
systems  which  use  certain  dates  in 1999 to represent something other than a
date.  The  effects  of  the  Year  2000 issue may be experienced before, on, or
after  January  1,  2000  and,  if  not  addressed, the impact on operations and
financial  reporting  may range from minor errors to significant systems failure
which  could impact the Company's ability to conduct normal business operations.
It  is  not  possible  to  be  certain  that  all aspects of the Year 2000 issue
affecting  the  Company  will  be  fully  resolved.

9.     EMPLOYEE  STOCK  OPTION  PLAN

In  1995  the  Company  adopted the 1995 Stock Option Plan (the "1995 Plan") for
employees  and  directors.  In  August  1999  the Company adopted the 1999 Stock
Option  Plan (the "1999 Plan") (collectively, "the Plans").  The options granted
under the Plans maybe either Incentive Stock Options, as that term is defined in
Section  422A  of the Internal Revenue Code of 1986, as amended, or nonstatutory
options taxed under Section 83 of the Internal Revenue Code of 1986, as amended.
The  Plans  are  administered  by  the  Board  of Directors or by a Compensation
Committee  of  the Board of Directors.  The Board of Directors has the exclusive
power  to  select  the  participants in the Plans, to establish the terms of the
options  granted to each participant, provided that all options granted shall be
granted  at  an exercise price equal to at least 85% of the fair market value of
the  Common  Stock  covered  by  the  option  on  the grant date and to make all
determinations necessary or advisable under the Plan.  A total of 300,000 shares
could be optioned and sold under the 1995 Plan and 500,000 shares under the 1999
Plan.  The Company does not plan to issue any other options under the 1995 Plan.


                                      F-17
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.     EMPLOYEE  STOCK  OPTION  PLAN  (CONTINUED)

During  the  year  ended  September  30,  1999 and 1998, options were granted as
follows:

<TABLE>
<CAPTION>
                                             Weighted             Weighted
                                              Average              Average
                                             Exercise             Exercise
                                    1999       Price      1998      Price
                                  ---------  ---------  --------  ---------
<S>                               <C>        <C>        <C>       <C>
Outstanding at beginning of year   300,000   $    2.23  105,000   $    2.50
Granted. . . . . . . . . . . . .   125,000   $    2.04  230,000   $    2.23
Expired. . . . . . . . . . . . .  (232,500)  $    2.23  (35,000)  $    2.50
Exercised. . . . . . . . . . . .         -                    -
Outstanding at end of year . . .   192,500   $    2.15  300,000   $    2.23
                                  ---------             --------
Exercisable at end of year . . .   167,500   $    2.06   50,000   $    2.08
                                  ---------             --------
</TABLE>

SFAS  123

In  October  1995, the Financial Accounting Standards Board ("FASB") issued SFAS
123,  "Accounting  for Stock-Based Compensation."  SFAS 123 defines a fair value
based  method

of  accounting  for  an  employee  stock option or similar equity instrument and
encourages  all  entities  to  adopt  that method of accounting for all of their
employee  stock  compensation  plans.  Under  the  fair  value  based  method,
compensation cost is measured at the grant date based on the value of the award.
However, SFAS 123 also allows an entity to continue to measure compensation cost
for  those plans using the intrinsic value based method of accounting prescribed
by  APB  Opinion  No.  25,  "Accounting  for  Stock  Issued  to  Employees."

Under the intrinsic value based method, compensation cost is the excess, if any,
of  the quoted market price of the stock at grant date or other measurement date
over the amount an employee must pay to acquire the stock.  Entities electing to
remain  with the accounting in Opinion 25 must make pro forma disclosures of net
income  and  earnings  per share as if the fair value based method of accounting
had  been  applied.  The  pro  forma  disclosure  requirements are effective for
financial  statements  for  fiscal years beginning after December 15, 1995.  The
Company  has  elected  to  measure  compensation cost, including options issued,
under  Opinion  25.  Under this method, compensation expense amounted to $10,890
for  the  year  ended  September  30,  1999.  The Company recorded an additional
$27,763  in expense for 1999 under SFAS 123 for options issued to non-employees.

Pro  forma  disclosures  as  required  by  SFAS  123  for the fiscal years ended
September  30,  1999  and  1998  are  as  follows:

<TABLE>
<CAPTION>
                                  1999        1998
                               ----------  ----------
<S>                            <C>         <C>
 Pro forma net loss . . . . .  $(176,374)  $(634,407)
                               ----------  ----------
 Pro forma net loss per share  $   (0.05)  $   (0.15)
                               ----------  ----------
</TABLE>


                                      F-18
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.     EMPLOYEE  STOCK  OPTION  PLAN  (CONTINUED)

The  fair  value  of  the  awards  was  estimated  at  the  grant  date  using a
Black-Scholes  option  pricing  model  with  the  following  weighted  average
assumptions  for  1999:  risk-free  interest  rate of 4.5%; volatility factor of
374%;  and  an  expected  life  of the awards of one year.  The weighted average
assumptions  for  1998 were:  risk-free interest rate of 4.4%; volatility factor
of  127%; and an expected life of the awards of one to four years.  The weighted
average  contractual  life  of the outstanding options at September 30, 1999 was
4.1  years.

10.     STOCKHOLDERS'  EQUITY

The  Company  has outstanding 160,000 warrants to purchase its common stock as a
result  of its public offering.  The warrants are exercisable at $4.35 per share
until  October  2000.

The  Company acquired certain real estate in San Antonio, Texas under terms of a
12%  subordinated  convertible  debenture  (Note  4).  The  debenture is payable
monthly, interest only, until maturity in July 2004.  The Company has the option
to redeem the debenture, in whole or in part, at its option if the closing price
of  the  Company's  common  stock  should  equal or exceed $8.50 per share for a
period  of  ten days.  The holder of the debenture has the option to convert any
portion of the debenture to common shares of the Company at the conversion price
of  $2.75 per share.  The debentures are subordinated to the Company's bank debt
and  other  "Senior Debt", as defined.  The debentures are collateralized by the
acquired  real  estate.

Taurus  purchased  real estate in Houston, Texas from Ralph McElroy, a principal
stockholder  of  the Company, where Taurus operates an XTC Cabaret.  The Company
acquired  the property from Mr. McElroy for the same price that Mr. McElroy paid
for  the  property.  The  Company  financed  the purchase of the property by the
issuance  of  a  six-year  $286,744  Convertible  Debenture, secured by the real
estate acquired.  The Company is a guarantor of this Convertible Debenture.  The
principal balance of the Convertible Debenture is due in July, 2004, in one lump
sum  payment.  Interest  is  due  and  payable  monthly, with the first interest
payment  beginning  in September 1998.  The Convertible Debenture is convertible
into  shares of Common Stock of the Company at any time prior to maturity at the
Conversion  Price  of  $2.75  per  share.

In  connection  with  the sale of the Company's subsidiary in 1999 (Note 4), the
Company  received  a note receivable from the holder of the two debentures above
which  is  equal  in  amount  and rate to the debentures above.  The Company has
offset  these  notes receivable and payable in the accompanying balance sheet at
September  30,  1999.


                                      F-19
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.     ACCOUNTING  DEVELOPMENTS

SFAS  130

Statement of Financial Accounting Standards (SFAS) 130, "Reporting Comprehensive
Income",  establishes  standards  for  reporting  and  display  of comprehensive
income,  its  components  and  accumulated  balances.  Comprehensive  income  is
defined to include all changes in equity except those resulting from investments
by  owners  and  distributions  to  owners.  Among  other  disclosures, SFAS 130
requires  that  all  items  that  are  required  to  be recognized under current
accounting  standards  as  components  of  comprehensive income be reported in a
financial  statement  that  is  displayed  with  the  same  prominence  as other
financial  statements.  Results  of  operations  and  financial  position  are
unaffected  by  implementation  of  this  new  standard.

SFAS  131

SFAS  131,  "Disclosure  about  Segments of a Business  Enterprise", establishes
standards for the way that public enterprises report information about operating
segments  in  annual  financial  statements  and  requires reporting of selected
information  about  operating segments in interim financial statements issued to
the  public.  It  also  establishes standards for disclosures regarding products
and services, geographic areas and major  customers.  SFAS 131 defines operating
segments  as  components  of  an  enterprise  about  which  separate  financial
information  is  available  that  is  evaluated regularly by the chief operating
decision  maker  in  deciding  how  to  allocate  resources  and  in  assessing
performance.  This  accounting  pronouncement  has  not  had  an  effect  on the
Company's financial statements, since the Company presently only operates in one
segment  of  business,  the  operation  of  adult  night  clubs.

SFAS  132

Statement  of  Financial Accounting Standards (SFAS) 132, "Employers' Disclosure
about  Pensions  and  Other  Postretirement  Benefits,"  revises  standards  for
disclosures  regarding  pensions  and  other  postretirement  benefits.  It also
requires  additional  information on changes in the benefit obligations and fair
values  of  plan assets that will facilitate financial analysis.  This statement
does  not  change  the  measurement  or  recognition  of  the  pension and other
postretirement plans.  The financial statements are unaffected by implementation
of  this  new  standard.

SFAS  133

Statement  of  Financial  Accounting  Standards  (SFAS)  133,  "Accounting  for
Derivative  Instruments  and  Hedging  Activities,"  establishes  accounting and
reporting  standards  for  derivative  instruments, including certain derivative
instruments  embedded  in  other  contracts,  (collectively  referred  to  as
derivatives)  and  for hedging activities.  It requires that an entity recognize
all  derivatives  as  either assets or liabilities in the statement of financial
position and measure those instruments at fair value.  If certain conditions are
met,  a derivative may be specifically designated as (a) a hedge of the exposure
to  changes


                                      F-20
<PAGE>
               RICK'S CABARET INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.     ACCOUNTING  DEVELOPMENTS  (CONTINUED)

SFAS  133  (Continued)

in  the  fair  value  of a recognized asset or liability or an unrecognized firm
commitment,  (b)  a hedge of the exposure to variable cash flows of a forecasted
transaction, or (c) a hedge of the foreign currency exposure of a net investment
in  a  foreign operation, an unrecognized firm commitment, an available-for sale
security, or a foreign-currency-denominated forecasted transaction.  Because the
Company  has  no derivatives, this accounting pronouncement has no effect on the
Company's  financial  statements.


                                      F-21
<PAGE>