X0202 4/A 2004-08-16 2004-08-18 0 0000068270 RUBY TUESDAY INC RI 0001243795 COOPER G PRICE IV 150 WEST CHURCH AVENUE MARYVILLE TN 37801 0 1 0 0 VP - Investor Relations Stock Option (Right to Buy) 28.7900 2004-08-16 4 A 0 477 0 A 2005-05-31 2009-06-01 $.01 Par Common 477.0000 477.0000 D Pursuant to the Company's Management Stock Option Program under the Ruby Tuesday, Inc. Stock Option Plan, upon meeting certain Company financial goals, the Reporting Person received a 30-day option to purchase up to a pre-established number of shares of common stock. Upon the exercise of such 30-day option, the Reporting Person received (i) additional shares of common stock equal to 15% of the shares acquired upon the exercise of such option, and (ii) an option to purchase up to 3 times the aggregate number of shares acquired upon the exercise of the 30-day option (including the additional 15%), all in accordance with the terms of the Program. The options have a 5-year term subject to earlier termination upon certain terminations of employment and vesting thereof may be accelerated upon a change of control of the Company. This amendment is being filed to correctly state the acquisition of stock options that were omitted from original Form 4 filed on 8/18/04. By: Scarlett May, Attorney in Fact 2005-01-31