S-8

	
	As filed with the Securities and Exchange Commission on October 31, 1997.
	Registration No. 333-____

           	SECURITIES AND EXCHANGE COMMISSION
                	Washington, D.C. 20549

                       	FORM S-8

              	REGISTRATION STATEMENT UNDER
               	THE SECURITIES ACT OF 1933

                   	RUBY TUESDAY, INC.	
	(Exact Name of Registrant as Specified in its Charter)
           			GEORGIA			                           63-0475239	
	 (State or Other Jurisdiction of	 			(I.R.S. Employer Identification No.)
		 Incorporation or Organization)	 

   	4721 MORRISON DRIVE, MOBILE, ALABAMA               36609	
		(Address of Principal Executive Offices)	       		(Zip Code)

      	1993 NON-EXECUTIVE STOCK INCENTIVE PLAN	
              	(Full Title of the Plan)

                  	Pfilip G. Hunt, Esq.
                   	Ruby Tuesday, Inc.
         	4721 Morrison Drive, Mobile, Alabama 36609	
          	(Name and Address of Agent for Service)

                    	(334) 344-3000	
	(Telephone Number, Including Area Code, of Agent for Service)
                      	Copy to:
               	Gabriel Dumitrescu, Esq.
          	Powell, Goldstein, Frazer & Murphy LLP
             	191 Peachtree Street, N.E.
                 	Sixteenth Floor
              	Atlanta, Georgia 30303

             	CALCULATION OF REGISTRATION FEE	
                              		Proposed 	Proposed
  Title of	                     	Maximum    	Maximum
Securities	       Amount       	Offering	   Aggregate    	Amount of
  to be            to be       	Price Per	   Offering    Registration
Registered	      Registered    	 Share 	     Price          Fee     
Common Stock,    	500,000	    $25.97(2)	 $12,985,000(3) 	$3,934.85
$0.01 par value	  shares(1)
	
(1)  Representing shares of the Registrant's common stock, $.01 par value 
(the "Common Stock") that may be issued and sold by the Registrant in 
connection with the Registrant's 1993 Non-Executive Stock Incentive Plan 
(the "Plan").  This Registration Statement also covers such 
indeterminable number of additional shares as may become issuable to 
prevent dilution in the event of stock splits, stock dividends or similar 
transactions pursuant to the terms of the Plan.  Pursuant to separate 
Registration Statements on Forms S-8 (Reg. No. 33-70490 and 333-03157), 
the Registrant previously registered 500,000 shares and 1,000,000 shares, 
respectively, of Common Stock not included in the above figure subject to 
issuance under the Plan.
(2)  The average of the high and low prices of the Registrant's Common 
Stock as reported by The New York Stock Exchange on October 27, 1997.
(3)  The aggregate offering price is calculated solely for the purpose of 
determining the registration fee pursuant to Rule 457(h)(1) under the 
Securities Act of 1933, as amended.

Incorporation by reference of contents of Registration Statements on 
Forms S-8 (Reg. No. 33-70490 and Reg. No. 333-03157).

	The contents of the Registration Statement on Form S-8 filed by the 
Registrant on October 18, 1993, as amended by the Post-Effective 
Amendment No.1 to such Form S-8 filed by the Registrant on April 30, 1996 
(Reg. No. 33-70490) and the Registration Statement on Form S-8 filed by 
the Registrant on May 3, 1996 (Reg. No. 333-03157) relating to the Plan 
are hereby incorporated by reference pursuant to General Instruction E to 
Form S-8.


Item 8.  Exhibits.

	The following opinions and consents are filed with this Registration 
Statement.

		Exhibit
		Number    	Description

		5		        Opinion of counsel with respect to the securities being registered.

		23.1 	     Consent of counsel (included in Exhibit 5).

		23.2	      Consent of independent auditors.  

		24		       Power of Attorney (see signature pages to this Registration 
             Statement).
		

	SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in Mobile, Alabama, on the 30TH 
day of October, 1997.

					RUBY TUESDAY, INC.


					By: /s/ Samuel E. Beall, III		
	
				    	   Samuel E. Beall, III
				    	   Chairman of the Board and
    					   Chief Executive Officer




	POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Samuel E. Beall, III and Pfilip G. 
Hunt, and either of them, as his true and lawful attorneys-in-fact and 
agents, with full power of substitution and resubstitution, for him and 
in his name, place and stead, in any and all capacities, to sign any and 
all amendments (including post-effective amendments) to this Registration 
Statement, and to file the same, with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and each of 
them, full power and authority to do and perform each and every act and 
thing requisite or necessary to be done in and about the premises, as 
fully to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or their substitutes, may lawfully do or cause to be done by 
virtue hereof.





		Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities indicated on the date indicated.


Signature	                             Title                        Date


/s/ Samuel E. Beall, III      Chairman of the Board and        October 30,1997
    Samuel E. Beall, III      Chief Executive Officer
                              (Principal Executive Officer)

/s/ J. Russell Mothershed    Senior Vice President, Finance,  October 30, 1997
    J. Russell Mothershed	   Chief Financial Officer,
                             Treasurer and Assistant 
                             Secretary (Principal Financial 
                             Officer)	

/s/ J. B. McKinnon           Director                         October 30, 1997
    J. B. McKinnon	

/s/ Dr. Donald Ratajczak     Director                         October 30, 1997
    Dr. Donald Ratajczak

/s/ Dolph W.von Arx          Director                         October 23, 1997
    Dolph W. von Arx

/s/ Claire L. Arnold         Director                         October 23, 1997
    Claire L. Arnold

/s/ Arthur R. Outlaw         Vice-Chairman of the Board       October 22, 1997
    Arthur R. Outlaw

/s/ Dr. Benjamin F. Payton	  Director                         October 30, 1997
    Dr. Benjamin F. Payton





	EXHIBIT INDEX



	Exhibit	Page  
	Number										Description	Number

	5			   Opinion of counsel with respect to the securities being registered.

	23.1 		Consent of counsel (included in Exhibit 5).

	23.2		 Consent of independent auditors.  

	24			  Power of Attorney (see signature pages to this Registration Statement).

 

EX-5

	October 30, 1997




Ruby Tuesday, Inc.
4721 Morrison Drive
Mobile, Alabama  36609

	Re:	Registration Statement on Form S-8
		1993 Non-Executive Stock Incentive Plan

Ladies and Gentlemen:

	We have served as counsel for Ruby Tuesday, Inc., a Georgia 
corporation (the "Company"), in connection with the registration under 
the Securities Act of 1933, as amended, pursuant to a Registration 
Statement on Form S-8 (the "Registration Statement") of an aggregate of 
500,000 shares (the "Shares") of common stock, $.01 par value, of the 
Company, to be offered and sold by the Company pursuant to its 1993 Non-
Executive Stock Incentive Plan (the "Plan").

	We have examined and are familiar with originals or copies 
(certified, photostatic or otherwise identified to our satisfaction) of 
such documents, corporate records and other instruments relating to the 
incorporation of the Company and the adoption of the Plan as we have 
deemed necessary and advisable.

	In all such examinations, we have assumed the genuineness of all 
signatures on all originals and copies of documents we have examined, the 
authenticity of all documents submitted to us as originals and the 
conformity to original documents of all certified, conformed or 
photostatic copies.  As to questions of fact material and relevant to our 
opinion, we have relied upon certificates or representations of Company 
officials and of appropriate state, local and federal officials.


	We express no opinion as to matters under or involving laws other 
than the laws of the State of Georgia. 
	Based upon and subject to the foregoing and having regard for such 
legal considerations as we have deemed relevant, it is our opinion that:

	1.	The Shares have been duly authorized; and

	2.	Upon the issuance and delivery of the Shares upon receipt of 
lawful consideration therefor pursuant to the Plan, such 
Shares will be validly issued, fully paid and non-assessable.

	We hereby consent to the filing of this opinion as Exhibit 5 to the 
Registration Statement.

							Very truly yours,



					 POWELL, GOLDSTEIN, FRAZER & MURPHY LLP

EX-23

Exhibit 23.2   Consent of Ernst & Young LLP, Independent Auditors


We consent to the incorporation by reference in the Registration 
Statement (Form S-8 No. 33-70490 and Form S-8 No. 333-03157) pertaining 
to the 1993 Non-Executive Stock Incentive Plan of our reports dated June 
19, 1997, with respect to the consolidated financial statements of Ruby 
Tuesday, Inc. incorporated by reference in its Annual Report (Form 10-K) 
for the year ended May 31, 1997, filed with the Securities and Exchange 
Commission.



                                 /s/Ernst & Young, LLP
                                    Ernst & Young, LLP


Birmingham, Alabama
October 27, 1997