SECURITIES AND EXCHANGE COMMISSION
                     	Washington, DC 20549

                          	SCHEDULE 13G

             	Under the Securities Exchange Act of 1934

                       	(Amendment No. 11 )*

                         	Ruby Tuesday, Inc.           
                          	(Name of Issuer)

                             	COMMON STOCK
                    	(Title of Class of Securities)

                             	781182-10-0      
                            	(CUSIP Number) 

	Check the following box if a fee is being paid with this 
statement [ ].  (A fee is not required only if the filing person:  
(1) has a previous statement on file reporting beneficial ownership 
of more than five percent of the class of securities described in 
Item 1; and (2) has filed no amendment subsequent thereto reporting 
beneficial ownership of five percent or less of such class.) (See 
Rule 13d-7.)

	*The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect to the 
subject class of securities, and for any subsequent amendment 
containing information which would alter the disclosures provided in 
a prior cover page.

	The information required in the remainder of this cover page 
shall not be deemed to be "filed" for the purpose of Section 18 of 
the Securities Exchange Act of 1934 ("Act") or otherwise subject to 
the liabilities of that section of the Act, but shall be subject to 
all other provisions of the Act (however, see the Notes).


CUSIP No. 781182-10-0 

     1) Names of Reporting Persons/S.S. or I.R.S. Identification
        Nos. of Above Persons:  ARTHUR R. OUTLAW/###-##-####
     2) Check the Appropriate Box if a Member of A Group:
        (a)  [ ]____________________________________________________
        (b)  [ ]____________________________________________________ 
                                                                 
     3) SEC Use Only:                                            

     4)  Citizenship or Place of Organization: United States
	Number of      (5) Sole Voting Power: 1,058,115 
	Shares Bene-	                                              
  	ficially      (6) Shared Voting Power: *None
 	Each Report-   (7) Sole Dispositive Power: 1,058,115 
	ing Person                                              
	With           (8) Shared Dispositive Power: *None 
	
     9)  Aggregate Amount Beneficially Owned by Each Reporting
         Person: 1,058,115
    10)  Check if the Aggregate Amount in row (9) Excludes Certain
         Shares (See Instructions):  [X] See Item 4
    11)  Percent of Class Represented by Amount in Row 9: 6.4%       
    12)  Type of Reporting Person (See Instructions): IN 
		 


Item 1(a).  Name of Issuer:
      
     Ruby Tuesday, Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:

	Street Address:               Mailing Address:
	4721 Morrison Drive           P.O. Box 160266
	Mobile, AL  36609             Mobile, AL  36625

Item 2(a).  Name of Person Filing:

	Arthur R. Outlaw

Item 2(b).  Address of Principal Business Office or, if None, 
Residence:

	4721 Morrison Drive
	Mobile, AL 36609

Item 2(c). Citizenship:

	American

Item 2(d). Title of Class of Securities:

	$.01 Par Common

Item 2(e). CUSIP Number:

	781182-10-0

Item 3.  If this statement is filed pursuant to Rules 13d-1(b), or 
13d-2(b), check whether the person is filing is a:

	N/A

Item 4. OWNERSHIP:
     (a)  Amount beneficially owned: 1,058,115 

     (b)  Percent of class: 6.4%

     (c)  Number of shares as to which such person has:

          (i)Sole power to vote or direct the vote: 1,058,115  

          (ii)Shared power to vote or to direct the vote:  *None

         (iii)Sole power to dispose or to direct the disposition of:
               1,058,115   

(iv)Shared power to dispose or to direct the
              disposition of:  *None

*Mr. Outlaw's wife individually owns 24,855 shares.  Mr. Outlaw has 
no voting or investment power with regard to such shares and he 
disclaims any beneficial ownership to such shares.

Item 5.  Ownership of Five Percent or Less of a Class.

	N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another 
Person.
	N/A

Item 7.  Identification and classification of the subsidiary which 
acquired the security being reported on by the parent holding 
company.
	N/A

Item 8.  Identification and classification of the Members of the 
group.
	N/A

Item 9.  Notice of Dissolution of Group.

	N/A


Item 10.  Certification.

	Not Necessary

	
SIGNATURE


	After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this statement, 
is true, complete and correct.

	Date: February 13, 1998

	Signature:/s/Arthur R. Outlaw                       

	Name/Title:  ARTHUR R. OUTLAW