SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MADISON DEARBORN PARTNERS LLC (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 3800 (Street) CHICAGO IL 60602 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Ruths Chris Steak House, Inc. [ RUTH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/28/2006
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2006		S		1,489,387	D	$19.51	4,016,828	I(1)(2)	See Footnote(1)(2)
Common Stock	08/28/2006		S		33,071	D	$19.51	89,191	I(1)(3)	See Footnote(1)(3)
Common Stock	08/28/2006		S		4,862	D	$19.51	13,113	I(1)(4)	See Footnote(1)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* MADISON DEARBORN PARTNERS 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 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 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 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. Following the dispositions set forth in this Form 4, Madison Dearborn Capital Partners III, L.P. ("MDCP") directly held 4,016,828 shares of common stock, Madison Dearborn Special Equity III, L.P. ("MDSE") directly held 89,191 shares of common stock and Special Advisors Fund I, LLC ("SAF") directly held 13,113 shares of common stock. Madison Dearborn Partners, LLC is the sole general partner of Madison Dearborn Partners III, L.P., the general partner of MDCP and MDSE and the manager of SAF. Mr. Selati, a member of our board of directors, is a Managing Director of Madison Dearborn Partners, LLC. As a result, such reporting persons may be deemed to share beneficial ownership of the shares owned directly 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. Represents reported securities directly held by MDCP.

3. Represents reported securities directly held by MDSE.

4. Represents reported securities directly held by SAF.

	/s/ Mark Tresnowski, Managing Director, Madison Dearborn Partners, LLC	08/30/2006
	/s/ Robin P. Selati, on behalf of himself	08/30/2006
	/s/ Mark Tresnowski, as Managing Director of Madison Dearborn Partners, LLC, the general partner of Madison Dearborn Partners III, L.P.	08/30/2006
	/s/ Mark Tresnowski, as Managing Director of Madison Dearborn, LLC, the general partner of Madison Dearborn Partners III, L.P., the general partner of Madison Dearborn Capital Partners III, L.P.	08/30/2006
	/s/ Mark Tresnowski, as Managing Director of Madison Dearborn, LLC, the general partner of Madison Dearborn Partners III, L.P., the general partner of Madison Dearborn Special Equity III, L.P.	08/30/2006
	/s/ Mark Tresnowski, as Managing Director of Madison Dearborn, LLC, the general partner of Madison Dearborn Partners III, L.P., the manager of Special Advisors Fund I, LLC	08/30/2006
	** Signature of Reporting Person	Date
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