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* MADISON DEARBORN PARTNERS LLC (Last) (First) (Middle) THREE FIRST NATIONAL PLAZA SUITE 3800 (Street) CHICAGO IL 60602 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/09/2005	3. Issuer Name and Ticker or Trading Symbol Ruths Chris Steak House, Inc. [ RUTH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Common Stock	9,156,090(1)	I(1)	See Footnote(1)
Series B Junior Cumulative Preferred Stock	67,027(2)	I(2)	See Footnote(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* MADISON DEARBORN PARTNERS LLC (Last) (First) (Middle) THREE FIRST NATIONAL PLAZA SUITE 3800 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SELATI ROBIN P (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 3800 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MADISON DEARBORN CAPITAL PARTNERS III LP (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 3800 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MADISON DEARBORN SPECIAL EQUITY III LP (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 3800 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SPECIAL ADVISORS FUND I LLC (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 3800 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 8,928,688 shares of common stock included in the reported securities are held directly by Madison Dearborn Capital Partners III, L.P. ("MDCP"), 198,255 shares included in the reported securities are held directly by Madison Dearborn Special Equity III, L.P. ("MDSE") and 29,147 shares included in the reported securities are held directly be Special Advisors Fund I, LLC ("SAF"). Madison Dearborn Partners, LLC is the sole general partner of Madison Dearborn Partners III, L.P., the general partner of MDSE and MDSE and the manager of SAF. Mr. Selati is a Managing Director of Madison Dearborn Partners, LLC. As a result, the reporting persons may be deemed to share beneficial ownership of the shares owned by MDCP, MDSE and SAF. Mr. Selati expressly disclaims beneficial ownership of the shares owned by MDCP, MDSE and SAF, except to the extent of his pecuniary interest therein.

2. 65,363 shares of Series B Junior Cumulative Preferred Stock included in the reported securities are held directly by MDCP, 1,451 shares included in the reported securities are held directly by MDSE and 213 shares included in the reported securities are held directly by SAF. Madison Dearborn Partners, LLC is the sole general partner of Madison Dearborn Partners III, L.P., the general partner of MDSE and MDSE and the manager of SAF. Mr. Selati is a Managing Director of Madison Dearborn Partners, LLC. As a result, the reporting persons may be deemed to share beneficial ownership of the shares owned by MDCP, MDSE and SAF. Mr. Selati expressly disclaims beneficial ownership of the shares owned by MDCP, MDSE and SAF, except to the extent of his pecuniary interest therein.

	/s/ Robin P. Selati, Managing Director	08/08/2005
	** Signature of Reporting Person	Date
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