As filed with the Securities and Exchange Commission on October 31, 1997.
	Registration No. 333-____

           	SECURITIES AND EXCHANGE COMMISSION
                	Washington, D.C. 20549

                        	FORM S-8

               	REGISTRATION STATEMENT UNDER
                	THE SECURITIES ACT OF 1933

                   	RUBY TUESDAY, INC.	
   	(Exact Name of Registrant as Specified in its Charter)

        			GEORGIA	                            		  63-0475239	
		 (State or Other Jurisdiction of	 			(I.R.S. Employer Identification No.)
		 Incorporation or Organization)	 

       	4721 MORRISON DRIVE, MOBILE, ALABAMA            36609
      		(Address of Principal Executive Offices)	    	(Zip Code)

                  	1996 STOCK INCENTIVE PLAN	
                  	(Full Title of the Plan)

                      	Pfilip G. Hunt, Esq.
                       	Ruby Tuesday, Inc.
             	4721 Morrison Drive, Mobile, Alabama 36609	
              	(Name and Address of Agent for Service)

                       	(334) 344-3000	
     	(Telephone Number, Including Area Code, of Agent for Service)
                           	Copy to:
                    	Gabriel Dumitrescu, Esq.
              	Powell, Goldstein, Frazer & Murphy LLP
                  	191 Peachtree Street, N.E.
                       	Sixteenth Floor
                    	Atlanta, Georgia 30303

                 	CALCULATION OF REGISTRATION FEE	
                          		Proposed  	Proposed
Title of		                  Maximum    	Maximum
Securities	      Amount    	Offering   	Aggregate  	Amount of
  to be          	to be	    Price Per  	Offering 	 Registration
Registered	     Registered 	 Share      	Price       	Fee 	     
Common Stock, 	  250,000	  $25.97(2) 	$6,492,500(3) $1,967.42
$0.01 par value	 shares(1)
	
(1)  Representing shares of the Registrant's common stock, $.01 par value 
(the "Common Stock") that may be issued and sold by the Registrant in 
connection with the Registrant's 1996 Stock Incentive Plan (the "Plan"). 
 This Registration Statement also covers such indeterminable number of 
additional shares as may become issuable to prevent dilution in the event 
of stock splits, stock dividends or similar transactions pursuant to the 
terms of the Plan.  Pursuant to separate Registration Statements on Forms 
S-8 (Reg. No. 33-56452 and 333-03155), the Registrant previously 
registered 750,000 shares and 500,000 shares, respectively, of Common 
Stock not included in the above figure subject to issuance under the 
Plan.
(2)  The average of the high and low prices of the Registrant's Common 
Stock as reported by The New York Stock Exchange on October 27, 1997.
(3)  The aggregate offering price is calculated solely for the purpose of 
determining the registration fee pursuant to Rule 457(h)(1) under the 
Securities Act of 1933, as amended.

Incorporation by reference of contents of Registration Statements on 
Forms S-8 (Reg. No. 33-56452 and Reg. No. 333-03155).

	The contents of the Registration Statement on Form S-8 filed by the 
Registrant on December 24, 1992, as amended by the Post-Effective 
Amendment No.1 to such Form S-8 filed by the Registrant on April 30, 1996 
(Reg. No. 33-56452) and the Registration Statement on Form S-8 filed by 
the Registrant on May 3, 1996 (Reg. No. 333-03155) relating to the Plan 
are hereby incorporated by reference pursuant to General Instruction E to 
Form S-8.


Item 8.  Exhibits.

	The following opinions and consents are filed with this Registration Statement.

Exhibit
Number     	Description

		5		   Opinion of counsel with respect to the securities being registered.

		23.1 	Consent of counsel (included in Exhibit 5).

		23.2	 Consent of independent auditors.  

		24		   Power of Attorney (see signature pages to this Registration Statement).
		





	SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in Mobile, Alabama, on the 30th 
day of October, 1997.

					RUBY TUESDAY, INC.


					By: /s/ Samuel E. Beall, III		
 				    	   Samuel E. Beall, III
  			    	   Chairman of the Board and
	     				   Chief Executive Officer




	POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Samuel E. Beall, III and Pfilip G. 
Hunt, and either of them, as his true and lawful attorneys-in-fact and 
agents, with full power of substitution and resubstitution, for him and 
in his name, place and stead, in any and all capacities, to sign any and 
all amendments (including post-effective amendments) to this Registration 
Statement, and to file the same, with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and each of 
them, full power and authority to do and perform each and every act and 
thing requisite or necessary to be done in and about the premises, as 
fully to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or their substitutes, may lawfully do or cause to be done by 
virtue hereof.





	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities indicated on the date indicated.


       Signature	                    Title                         Date

/s/ Samuel E. Beall, III    Chairman of the Board and          October 30,1997
    Samuel E. Beall, III    Chief Executive Officer
                            (Principle Executive Officer)

/s/ J. Russell Mothershed   Senior Vice President, Finance,   October 30, 1997
    J. Russell Mothershed	  Chief Financial Officer,
                            Treasurer and Assistant Secretary
                            (Principal Financial Officer)	

/s/ J. B. McKinnon          Director                          October 30, 1997
    J. B. McKinnon	

/s/ Dr. Donald Ratajczak    Director                          October 30, 1997
    Dr. Donald Ratajczak

/s/ Dolph W.von Arx         Director                          October 23, 1997
    Dolph W. von Arx

/s/ Claire L. Arnold        Director                          October 23, 1997
    Claire L. Arnold

/s/ Arthur R. Outlaw       Vice-Chairman of the Board         October 22, 1997
    Arthur R. Outlaw

/s/ Dr. Benjamin F. Payton	Director                           October 30, 1997
    Dr. Benjamin F. Payton




	EXHIBIT INDEX



	Exhibit	                    
	Number										Description	

	5			   Opinion of counsel with respect to the securities being registered.

	23.1 		Consent of counsel (included in Exhibit 5).

	23.2		 Consent of independent auditors.  

	24			  Power of Attorney (see signature pages to this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 7098}]
{"company-data": {"conformed-name": "RUBY TUESDAY INC", "cik": "0000068270", "assigned-sic": "5812", "irs-number": "630475239", "state-of-incorporation": "GA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39231", "film-number": "97705836"}, "business-address": {"street1": "4721 MORRISON DR", "street2": "P O BOX 160266", "city": "MOBILE", "state": "AL", "zip": "36625", "phone": "2053443000"}, "former-company": [{"former-conformed-name": "MORRISON RESTAURANTS INC/", "date-changed": "19930923"}, {"former-conformed-name": "MORRISON INC /DE/", "date-changed": "19920703"}, {"former-conformed-name": "MORRISON CAFETERIAS CONSOLIDATED INC", "date-changed": "19680605"}]}
As filed with the Securities and Exchange Commission on October 31, 1997.
	Registration No. 333-____

           	SECURITIES AND EXCHANGE COMMISSION
                	Washington, D.C. 20549

                        	FORM S-8

               	REGISTRATION STATEMENT UNDER
                	THE SECURITIES ACT OF 1933

                   	RUBY TUESDAY, INC.	
   	(Exact Name of Registrant as Specified in its Charter)

        			GEORGIA	                            		  63-0475239	
		 (State or Other Jurisdiction of	 			(I.R.S. Employer Identification No.)
		 Incorporation or Organization)	 

       	4721 MORRISON DRIVE, MOBILE, ALABAMA            36609
      		(Address of Principal Executive Offices)	    	(Zip Code)

                  	1996 STOCK INCENTIVE PLAN	
                  	(Full Title of the Plan)

                      	Pfilip G. Hunt, Esq.
                       	Ruby Tuesday, Inc.
             	4721 Morrison Drive, Mobile, Alabama 36609	
              	(Name and Address of Agent for Service)

                       	(334) 344-3000	
     	(Telephone Number, Including Area Code, of Agent for Service)
                           	Copy to:
                    	Gabriel Dumitrescu, Esq.
              	Powell, Goldstein, Frazer & Murphy LLP
                  	191 Peachtree Street, N.E.
                       	Sixteenth Floor
                    	Atlanta, Georgia 30303

                 	CALCULATION OF REGISTRATION FEE	
                          		Proposed  	Proposed
Title of		                  Maximum    	Maximum
Securities	      Amount    	Offering   	Aggregate  	Amount of
  to be          	to be	    Price Per  	Offering 	 Registration
Registered	     Registered 	 Share      	Price       	Fee 	     
Common Stock, 	  250,000	  $25.97(2) 	$6,492,500(3) $1,967.42
$0.01 par value	 shares(1)
	
(1)  Representing shares of the Registrant's common stock, $.01 par value 
(the "Common Stock") that may be issued and sold by the Registrant in 
connection with the Registrant's 1996 Stock Incentive Plan (the "Plan"). 
 This Registration Statement also covers such indeterminable number of 
additional shares as may become issuable to prevent dilution in the event 
of stock splits, stock dividends or similar transactions pursuant to the 
terms of the Plan.  Pursuant to separate Registration Statements on Forms 
S-8 (Reg. No. 33-56452 and 333-03155), the Registrant previously 
registered 750,000 shares and 500,000 shares, respectively, of Common 
Stock not included in the above figure subject to issuance under the 
Plan.
(2)  The average of the high and low prices of the Registrant's Common 
Stock as reported by The New York Stock Exchange on October 27, 1997.
(3)  The aggregate offering price is calculated solely for the purpose of 
determining the registration fee pursuant to Rule 457(h)(1) under the 
Securities Act of 1933, as amended.

Incorporation by reference of contents of Registration Statements on 
Forms S-8 (Reg. No. 33-56452 and Reg. No. 333-03155).

	The contents of the Registration Statement on Form S-8 filed by the 
Registrant on December 24, 1992, as amended by the Post-Effective 
Amendment No.1 to such Form S-8 filed by the Registrant on April 30, 1996 
(Reg. No. 33-56452) and the Registration Statement on Form S-8 filed by 
the Registrant on May 3, 1996 (Reg. No. 333-03155) relating to the Plan 
are hereby incorporated by reference pursuant to General Instruction E to 
Form S-8.

Item 8.  Exhibits.

	The following opinions and consents are filed with this Registration Statement.

Exhibit
Number     	Description

		5		   Opinion of counsel with respect to the securities being registered.

		23.1 	Consent of counsel (included in Exhibit 5).

		23.2	 Consent of independent auditors.  

		24		   Power of Attorney (see signature pages to this Registration Statement).
		

	SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in Mobile, Alabama, on the 30th 
day of October, 1997.

					RUBY TUESDAY, INC.

					By: /s/ Samuel E. Beall, III		
 				    	   Samuel E. Beall, III
  			    	   Chairman of the Board and
	     				   Chief Executive Officer

	POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Samuel E. Beall, III and Pfilip G. 
Hunt, and either of them, as his true and lawful attorneys-in-fact and 
agents, with full power of substitution and resubstitution, for him and 
in his name, place and stead, in any and all capacities, to sign any and 
all amendments (including post-effective amendments) to this Registration 
Statement, and to file the same, with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and each of 
them, full power and authority to do and perform each and every act and 
thing requisite or necessary to be done in and about the premises, as 
fully to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or their substitutes, may lawfully do or cause to be done by 
virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities indicated on the date indicated.

       Signature	                    Title                         Date

/s/ Samuel E. Beall, III    Chairman of the Board and          October 30,1997
    Samuel E. Beall, III    Chief Executive Officer
                            (Principle Executive Officer)

/s/ J. Russell Mothershed   Senior Vice President, Finance,   October 30, 1997
    J. Russell Mothershed	  Chief Financial Officer,
                            Treasurer and Assistant Secretary
                            (Principal Financial Officer)	

/s/ J. B. McKinnon          Director                          October 30, 1997
    J. B. McKinnon	

/s/ Dr. Donald Ratajczak    Director                          October 30, 1997
    Dr. Donald Ratajczak

/s/ Dolph W.von Arx         Director                          October 23, 1997
    Dolph W. von Arx

/s/ Claire L. Arnold        Director                          October 23, 1997
    Claire L. Arnold

/s/ Arthur R. Outlaw       Vice-Chairman of the Board         October 22, 1997
    Arthur R. Outlaw

/s/ Dr. Benjamin F. Payton	Director                           October 30, 1997
    Dr. Benjamin F. Payton

	EXHIBIT INDEX

	Exhibit	                    
	Number										Description	

	5			   Opinion of counsel with respect to the securities being registered.

	23.1 		Consent of counsel (included in Exhibit 5).

	23.2		 Consent of independent auditors.  

	24			  Power of Attorney (see signature pages to this Registration Statement).