NT 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                                 Commission File Number: 0-26958
                                                                         -------
(Check one)

|X| Form 10-K and Form 10-KSB | | Form 11-K | | Form 20-F | | 
Form 10-Q and Form 10-QSB | | Form N-SAR

     For the period ended September 30, 1997

| | Transition Report on Form 10-K and Form 10-KSB 
| | Transition Report on Form 20-F 
| | Transition Report on Form 11-K 
| | Transition Report on Form 10-Q and Form 10-QSB 
| | Transition Report on Form N-SAR

         For the transition period ended ____________

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the item(s) to which notification relates:
__________________________________


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant:            Rick's Cabaret International, Inc.

Former name if applicable:

Address of principal
executive office:                   3113 Bering Drive

City, State and Zip Code:           Houston, Texas 77057






                                     PART II

                             RULE 12b-25(b) and (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)


         |X| (a) The reasons described in detail in Part III of this form could
not be eliminated without unreasonable effort or expense;


         |X| (b) The subject annual report, semi-annual report, transition
report of Forms 10-K, 10- KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and


         |X| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.


                                    PART III

                                    NARRATIVE


         State below in reasonable detail the reasons why Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)


         The Registrant's annual report on Form 10-KSB could not be filed within
the prescribed time period because the financial statements required to be
prepared by the Registrant's independent auditor were not completed and made
available to the Registrant in time for the annual report to be filed in a
timely manner.




                                     PART IV

                                OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
notification:

         Robert L. Watters            (713)               785-0444
         -----------------          -----------------------------------
              (Name)                (Area Code)       (Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or fir such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).                          
                                              |X| YES | | No

         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
                                              |X| YES | | No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

         EXPLANATION: The Company anticipates that its results of operations for
the fiscal year ended September 30, 1997 will reflect a loss before income taxes
and cumulative effect of accounting change of approximately $1,230,000 compared
to a loss of $938,614 for the fiscal year ended September 30, 1996. The Company
expects a net loss for the fiscal year ended September 30, 1997 of approximately
$1,290,000 compared with a net loss for the fiscal year ended September 30, 1996
of $708,614. The loss results primarily from an increase in salary expense
commensurate with expansion, an increase in advertising and operating expenses
due to the opening of its new location in New Orleans, Louisiana, and an
increase in general and administrative expenses incurred in seeking new
opportunities for expansion.


Exhibits
- --------

1.1      Letter from Independent Accountant



                       Rick's Cabaret International, Inc.
                       ----------------------------------
                   (Name of Registrant as Specified in Charter

         Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.

Date     December 29, 1997          By /s/ ROBERT L. WATTERS
                                       ------------------------
                                           Robert L. Watters
                                           Chairman of the Board, 
                                           Chief Executive Officer
                                           and Chief Accounting Officer

EX-1.1

                                                                     Exhibit 1.1



December 29, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

As independent auditors for Rick's Cabaret International, Inc. for the year
ended September 30, 1997, we have endeavored, with the full cooperation of the
Company, to obtain the necessary information to meet the filing requirements of
Form 10-KSB, both as to form and timeliness. Due principally to the typical
delays caused by the Thanksgiving and Christmas holidays, we will not have
sufficient time to complete our examination by the December 29, 1997 required
filing date of the Company's Form 10-KSB.


Very truly yours,

/s/ JACKSON & RHODES P.C.
- ------------------------------
    Jackson & Rhodes, P.C.