Ruby Tuesday, Inc.
Projected Condensed Consolidating Balance Sheet (unaudited)
As of end of First Quarter Fiscal 2004
(amounts in thousands)

Assets	Ruby Tuesday, Inc.		Franchise Partnerships		Eliminations			Consolidated Ruby Tuesday, Inc.
Cash and short-term investments	$	5,600	$	3,300				$	8,900
Account and notes receivable		13,600		2,400	$	(2,000)	A		14,000
Inventories		12,000		5,500					17,500
Income Tax Receivable		6,600		--					6,600
Prepaid Rent		2,900		1,600					4,500
Assets held for disposal		5,200		--					5,200
Other Current Assets		4,600		1,800					6,400
Total Current Assets		50,500		14,600		(2,000)			63,100
Property and Equipment, Net		690,700		168,700		5,800	B		865,200
Goodwill, Net		7,800		38,900		(38,900)	C		7,800
Notes Receivable, Net		37,200		--		(35,300)	D		1,900
Other Assets		49,100		7,300		(12,900)	E		43,500
Total Assets		835,300		229,500		(83,300)			981,500
Liabilities
Current Portion of Long-Term Debt		500		33,500		(1,800)	F		32,200
Other Current Liabilities		85,800		14,600		(200)	G		100,200
Long-Term Debt		205,400		177,900		(41,000)	H		342,300
Deferred Income Taxes		41,100		--		(7,850)	I		33,250
Other Deferred Liabilities		59,500		4,900		(2,000)	J		62,400
Total Liabilities		392,300		230,900		(52,850)			570,350
Minority interest		--		--		7,900	K		7,900
Shareholders' Equity		443,000		(1,400)		(38,350)			403,250
Total Liabilities and Shareholders' Equity	$	835,300	$	229,500	$	(83,300)		$	981,500

A — To eliminate the current portion of notes receivable and accrued interest due from the Franchise Partnerships

B — To write-up the assets of one Franchise Partnerships (net of depreciation) for a prior purchase price adjustment

C — To eliminate the goodwill arising from the initial purchase of restaurants from Ruby Tuesday

D —To eliminate the long-term portion of notes receivable from the Franchise Partnerships, net of the bad debt reserve

E —To eliminate the balance of the investment in the Franchise Partnerships on Ruby Tuesday’s books and the deferred development fees on the Franchise Partnerships’ books

F — To eliminate the current portion of notes payable from the Franchise Partnerships to Ruby Tuesday

G — To eliminate interest payable to Ruby Tuesday on the Franchise Partnerships' notes

H — To eliminate the long-term portion of notes payable to Ruby Tuesday

I — To record deferred tax benefit of $7,925 in conjunction with cumulative effect of change in accounting principle, net of deferred tax expense of $75 anticipated to be incurred in first quarter fiscal 2004.

J — To eliminate the deferred development fees received from the Franchise Partnerships

K — To assign the Franchise Partnerships their share of minority interest