SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

INGRAM MARK S

(Last)

(First)

(Middle)

150 WEST CHURCH AVENUE

(Street)

MARYVILLE

37801

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2004

3. Issuer Name and Ticker or Trading Symbol
RUBY TUESDAY INC [ RI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President - Franchising

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
$.01 Par Common	64,727	D⁽¹⁾
$.01 Par Common	3,060	I⁽²⁾	By Custodian For Child
$.01 Par Common	19,000	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Share Equivalent Units	08/08/1988⁽³⁾	08/08/1988⁽⁴⁾	$.01 Par Common	6,662.3583	$0.0000	I	Deferred Comp Plan
Stock Option (Right to Buy)	10/09/2003	04/09/2006	$.01 Par Common	100,000	$18.8	I	By ESOP
Stock Option (Right to Buy)	10/10/2004	04/10/2007	$.01 Par Common	100,000	$23.3	I	By ESOP
Stock Option (Right to Buy)	10/08/2005	04/08/2008	$.01 Par Common	100,000	$17.93	I	By ESOP
Stock Option (Right to Buy)	05/31/2005	04/06/2009	$.01 Par Common	100,000	$33	I	By ESOP
Stock Option (Right to Buy)	03/02/2003	03/02/2006	$.01 Par Common	1,692	$18.35	I	ESIP
Stock Option (Right to Buy)	06/05/2003	06/05/2006	$.01 Par Common	1,824	$17	I	ESIP
Stock Option (Right to Buy)	12/01/2002	12/01/2005	$.01 Par Common	1,971	$15.75	I	MSOP
Stock Option (Right to Buy)	03/05/2004	03/05/2007	$.01 Par Common	1,428	$21.7	I	MSOP
Stock Option (Right to Buy)	05/31/2005	12/02/2008	$.01 Par Common	1,161	$29.71	I	MSOP
Stock Option (Right to Buy)	05/31/2005	03/02/2009	$.01 Par Common	1,077	$32	I	MSOP
Stock Option (Right to Buy)	06/04/2004	06/04/2007	$.01 Par Common	1,212	$22.73	I	NSIP
Stock Option (Right to Buy)	05/31/2005	06/01/2009	$.01 Par Common	1,197	$28.79	I	NSIP

Explanation of Responses:

1. Amount includes 10,084 shares owned jointly with spouse.

2. By spouse as custodian under the UGMA for children. 380 shares Madeline Taylor Ingram. 380 shares Morgan McKenzie Ingram. 2,300 shares Maxwell Stephen Ingram. Total: 3,060

3. Immediate

4. Represents units credited to Reporting Person's account under the Company's Deferred Compensation Plan in respect of salary and/or bonus deferral.

Remarks:

	By: Scarlett May	10/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.