SEC FORM 4

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

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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^*

JORDAN LEWIS H

(Last)

(First)

(Middle)

8215 ROSWELL ROAD

BUILDING 600

(Street)

ATLANTA

30350

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RARE HOSPITALITY INTERNATIONAL INC [ RARE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2004

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/29/2004		M		2,812	A	$6.5023	20,812	D
Common Stock	07/29/2004		M		2,812	A	$6.5023	23,624	D
Common Stock	07/29/2004		M		2,812	A	$6.3058	26,436	D
Common Stock	07/29/2004		M		5,625	A	$7.9445	32,061	D
Common Stock	07/29/2004		S		1,000	D	$27.818	31,061	D
Common Stock	07/29/2004		S		2,000	D	$27.85	29,061	D
Common Stock	07/29/2004		S		1,061	D	$27.79	28,000	D
Common Stock	07/29/2004		S		4,000	D	$27.8	24,000	D
Common Stock	07/29/2004		S		1,000	D	$27.913	23,000	D
Common Stock	07/29/2004		S		2,000	D	$27.9148	21,000	D
Common Stock	07/29/2004		S		2,000	D	$27.9065	19,000	D
Common Stock	07/29/2004		S		1,000	D	$27.89	18,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$6.5023	07/29/2004		M			2,812	01/22/1999	07/22/2008	Common Stock	2,812	$0	0	D
Non-Qualified Stock Option (right to buy)	$6.5023	07/29/2004		M			2,812	01/22/1999	07/22/2008	Common Stock	2,812	$0	0	D
Non-Qualified Stock Option (right to buy)	$6.3058	07/29/2004		M			2,812	08/15/1999	02/15/2009	Common Stock	2,812	$0	0	D
Non-Qualified Stock Option (right to buy)	$7.9445	07/29/2004		M			5,625	08/11/2000	02/11/2010	Common Stock	5,625	$0	0	D

Explanation of Responses:

	Lewis H. Jordan, by Joia M. Johnson, Attorney-In-Fact	07/29/2004
	** 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 4 (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.
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