8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):March 6, 2012

RUTH'S HOSPITALITY GROUP, INC.
(Exact name of Registrant as Specified in its charter)

Delaware	000-51485	72-1060618
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1030 W. Canton Avenue, Ste. 100Winter Park, FL 32789(Address of principal executive offices, including Zip Code)

(407) 333-7440(Registrant’s telephone number, including area code)(Former name or former address, if changed since last report)  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01     Regulation FD Disclosures.

On March 6, 2012, Ruth’s Hospitality Group, Inc. (the "Company") made available presentation materials to be used by the Company at the Raymond James 33^rd Annual Institutional Investors Conference at the JW Marriott Grande Lakes hotel in Orlando, FL. A copy of the presentation materials is included as Exhibit 99.1.

The information in this reporting, including the presentation materials, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-looking statements involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed any forward-looking statements. Please refer to the documents filed by the Company with the SEC, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in the forward-looking statements.

Item 9.01 Exhibits.

Exhibits
99.1	March 6, 2012 Presentation Materials at the Raymond James 33rd Annual Institutional Investors Conference.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		RUTH’S HOSPITALITY GROUP, INC.
Date:	March 6, 2012		/s/ John F. McDonald, III
		Name:	John F. McDonald, III
		Title:	Vice President - Legal Chief Compliance Officer

EX-99.1

Exhibit 99.1

Slide:    1         Raymond JamesInstitutional Investors ConferenceMarch 6, 2012

Slide:    2 Title:  Disclaimer This communication contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may”, “will”, “expect,” “intend,” “indicate,” “anticipate,” “believe,” “forecast,” “estimate,” “plan,“ “guidance,” “outlook,” “could, “ “should,” “continue” and similar terms used in connection with statements regarding the outlook of Ruth’s Hospitality Group, Inc., (the “Company”, “Ruth’s Chris Steak House”, “Mitchell’s Fish Market”, “Ruth’s Hospitality” or any subsidiary or division of Ruth’s Hospitality Group).  Such statements include, but are not limited to, statements about the Company’s: expected financial performance and operations, expected costs, the competitive environment, future financing plans and needs, overall economic condition and its business plans, objectives, expectations and intentions.  Other forward-looking statements that do not relate solely to historical facts include, without limitation, statements that discuss the possible future effects of current known trends or uncertainties or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured.  Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties that could cause the Company’s actual results and financial position to differ materially from the Company’s expectations.  Such risks and uncertainties include, but are not limited to, the following: market volatility, risks from food safety or food-borne illness, the impact of negative publicity surrounding our restaurants or the consumption of beef or seafood, the impact on revenues of shifts in customers tastes, our ability to compete with other restaurant concepts who may have greater financial,  marketing and other resources, supply shortages, increased food, beverage, labor or other costs, significant disruptions in the supply of food and beverages by our suppliers, labor shortages or increases in labor costs/benefits, federal/state/local regulations, operational shortcomings of our franchisees that may be affect or reputation and brand, reduced royalty revenues from our franchisees, litigation, restrictions from our senior credit agreement that may restrict our ability to operate our business and pursue other business strategies, a potential impairment in the carrying value of our goodwill or other intangible assets, economic downturns and the impact on consumer spending habits, failure or weakness of our internal controls, and other risks and uncertainties listed from time to time in the Company’s reports to the Securities and Exchange Commission.  There may be other factors not identified above of which the Company is not currently aware that may affect matters discussed in the forward-looking statements, and may also cause actual results to differ materially from those discussed. All forward-looking statements are based on information currently available to the Company.  Except as may be required by applicable law, Ruth’s Hospitality Group assumes no obligation to publicly update or revise any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting such estimates.  Additional factors that may affect the future results of the Company are set forth in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 25, 2011, or as supplemented in the Company’s subsequently filed periodic reports, which are available at www.sec.gov and at www.rhgi.com.

Slide:    3         Leading restaurant company focused on the upscale dining segmentIconic Steak House BrandPremier Upscale-Casual Seafood Concept Strong restaurant base with solid unit economicsWell established, diversified operating base of company owned and franchise locationsProfitable with consistent traffic and revenue growth Positioned for future growth opportunities              Title:    Ruth’s Hospitality Group Highlights

Slide:    4 Ruth’s Chris history World class brand with high consumer acceptanceOver 46 years in business as segment leader Consistently recognized and awarded for high quality food, special occasion dining, and customer serviceNation’s Restaurant News - #1 Consumer Picks Survey across all segmentsJacksonville Ruth’s Chris named to top 100 restaurants in the U.S. by Open TablePlanning to open both franchise and company locations in 2012Title:   Ruth’s Chris Steak House Segment Overview

Slide:    5 Title:  Strong Franchise Positioning Unique business model in the upscale steakhouse segment28 franchisees operating in 22 states and 7 countriesProvides approximately $12– $13 million in annual royalty feesAllows system growth without additional company capital      

Slide:    6 Title:  Marketing Strategies          Three core segments with differing needsSpecial OccasionCorporate BusinessCore Guests/Regular CustomersGoal:  To broaden relevance and maintain special occasion businessRuth’s Classics/Happy Hour/Beverage programs Focused on growing revenues through traffic before using priceBrand focused communicationNational TV campaign in Q4Re-investing through re-models

Slide:    7         Manhattan

Slide:    8         Manhattan

Slide:    9 Title:  Manhattan                    Manhattan

Slide:    10                 Manhattan

Slide:    11 Title: Manhattan                    Manhattan

Slide:    12 Title: Mitchell’s Fish Market Segment Overview Upscale-casual seafood restaurant founded in 1998 by Cameron Mitchell RestaurantsAcquired by Ruth’s Hospitality in 2008 19 locations in 8 statesAll  are company-owned; no current franchisee program Creative fresh seafood offerings with a high flavor profile Profitable and contributing to Ruth’s Hospitality earningsNew management is focused on improving consistency of execution and unit level economics before accelerating growth

Slide:    13 Title: Marketing Strategies Body:    Solidify brand positioning by leveraging growing consumer desire for healthy/seafood diningHighlighting innovative menu of both surf and turf offeringsAverage lunch check of $23, dinner check of $40 Applying Ruth’s Chris expertise in banquet/corporate dining Evolving strategy to expand our loyal fan baseSmaller operating base requires enhanced local marketing initiativesShifting more to on-line / social media tacticsEnhanced local store marketing efforts Community involvementThird-party endorsementIncreased word of mouth

Slide:    14                           Current Geographic Footprint 5 (Gp:) 6 (Gp:) 2 (Gp:) 2 (Gp:) 13 (Gp:) 1 (Gp:) 1/2 (Gp:) 5 (Gp:) 3 (Gp:) 7 (Gp:) 3 (Gp:) 3 (Gp:) 4 (Gp:) 3 (Gp:) 1 (Gp:) 5 (Gp:) 14/4 (Gp:) 4 NJ (Gp:) 6 MD (Gp:) 2 DC (Gp:) 2 (Gp:) 1 RI (Gp:) 4 (Gp:) 2 (Gp:) 1/1 (Gp:) 1 (Gp:) 2/4/1 (Gp:) 3/1 (Gp:) 1/4/2 (Gp:) 4/2 (Gp:) 3 (Gp:) 1 (Gp:) 1/2 CT      Ruth’ Chris / Mitchell’s Fish Market / Mitchell’s Steakhouses         Int’l Sites (Franchise)       Total Number of Restaurants

Slide:    15 Title: Financial Overview

Slide:    16 Title: Financial Update – Fy2011 Encouraging Same Store Sales Trends7 consecutive quarters of revenue gains, 8 quarters of traffic gains at RCSHImproving comparison trend at MFMSales growth continued in January

Slide:    17 Title: Financial Update – Fy2011 Total revenues grew 4.7% to $369.6MM Beef cost inflation was 10% Net income available to preferred and common shareholders increased 24% to $16.7MMDebt balance at year-end was $22MM - down from $51MM a year ago

Slide:    18 Title: 2012 Outlook – Challenges & Opportunities Economic outlook remains uncertainEncouraged by Q4/Holiday trends Expect continued pressure on beef costsUncertainty regarding employee benefit costs Successfully re-financed our credit facilityExecuting on growth opportunitiesResume modest growth at Ruth’s Chris with both corporate and franchised locations

Slide:    19 Well established Restaurant Company with segment leading brands focused on upscale dining Demonstrated record of growing sales through traffic growth Debt balance down to $22MM at year-end Mitchell’s is profitable and contributing to earningsRefinement needed before growth can be accelerated Ruth’s Chris Steak House is well positioned for future growth both at the company and franchise level Title:    Ruth’s Hospitality Group Summary

Slide:    20 Title: Manhattan                    Question and Answer Session