As filed with the Securities and Exchange Commission on May 3,
1996.

                               Registration No. 33-

              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
        Incorporation or Organization)        Identification No.)

           4721 MORRISON DRIVE, MOBILE, ALABAMA    36625
        (Address of Principal Executive Offices)   (Zip Code)

                           SALARY DEFERRAL PLAN
                        (Full Title of the Plan)
                          Pfilip G. Hunt, Esq.
                           Ruby Tuesday, Inc. 
               4721 Morrison Drive, Mobile, Alabama 36625
                (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
                      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,   300,000(1)  $20.41(2)  $6,123,000(3)  $2,111.39
$0.01 par value  shares

Series A Junior
Participating   300,000
Preferred Stock  rights
Purchase Rights(4) 

(1)  Representing shares of the Registrant's common stock, $.01
par value (the "Common Stock") to be issued and sold by the
Registrant in connection with the Registrant's Salary Deferral
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 a separate Registration Statement on Form S-8 (Reg.
No. 33-20585), the Registrant previously registered 892,278
shares of Common Stock not included in the above figure (as
adjusted for historical stock splits and a reverse stock split)
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 May 1,
1996.
(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.
(4)  The Series A Junior Participating Preferred Stock Purchase
Rights (the "Rights") are attached to the shares of Common Stock
being registered hereby and will be issued for no additional
consideration.  Therefore, no additional registration fee is
required for the registration of the Rights.

Incorporation by reference of contents of Registration Statement
on Form S-8  (File No. 33-20585).

     The contents of the Registration Statement on Form S-8 filed
by the Registrant on March 10, 1988 as amended by the Post-
Effective Amendment No. 1 to such Form S-8 filed by the
Registrant on April 29, 1996 (File No. 33-20585) 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 27th day of March, 1996.

                                     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   Chief Executive Officer          March 27, 1996
Samuel E. Beall, III       and Chairman of the Board
                           (Principal Executive Officer)


/s/ J. Russell Mothershed  Senior Vice President, Finance   March 27, 1996
J. Russell Mothershed      (Principal Financial Officer)

/s/ Arthur R. Outlaw       Vice Chairman of                 March 27, 1996
Arthur R. Outlaw           the Board


/s/ Claire L. Arnold        Director                        March 27, 1996
Claire L. Arnold


/s/ John B. McKinnon        Director                        March 27, 1996
John B. McKinnon


/s/ Dr. Benjamin F. Payton  Director                        March 27, 1996
Dr. Benjamin F. Payton


/s/ Dr. Donald Ratajczak    Director                        March 27, 1996
Dr. Donald Ratajczak


/s/ Dolph W. von Arx        Director                        March 27, 1996
Dolph W. von Arx


                          EXHIBIT INDEX



Exhibit                                                                  Page  
Number  Description                                                      Number

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": 7522}]
{"company-data": {"conformed-name": "RUBY TUESDAY INC", "cik": "0000068270", "assigned-sic": "5812", "irs-number": "630475239", "state-of-incorporation": "GA", "fiscal-year-end": "0605"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03153", "film-number": "96556314"}, "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 May 3,
1996.

                               Registration No. 33-

              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
        Incorporation or Organization)        Identification No.)

           4721 MORRISON DRIVE, MOBILE, ALABAMA    36625
        (Address of Principal Executive Offices)   (Zip Code)

                           SALARY DEFERRAL PLAN
                        (Full Title of the Plan)
                          Pfilip G. Hunt, Esq.
                           Ruby Tuesday, Inc. 
               4721 Morrison Drive, Mobile, Alabama 36625
                (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
                      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,   300,000(1)  $20.41(2)  $6,123,000(3)  $2,111.39
$0.01 par value  shares

Series A Junior
Participating   300,000
Preferred Stock  rights
Purchase Rights(4) 

(1)  Representing shares of the Registrant's common stock, $.01
par value (the "Common Stock") to be issued and sold by the
Registrant in connection with the Registrant's Salary Deferral
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 a separate Registration Statement on Form S-8 (Reg.
No. 33-20585), the Registrant previously registered 892,278
shares of Common Stock not included in the above figure (as
adjusted for historical stock splits and a reverse stock split)
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 May 1,
1996.
(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.
(4)  The Series A Junior Participating Preferred Stock Purchase
Rights (the "Rights") are attached to the shares of Common Stock
being registered hereby and will be issued for no additional
consideration.  Therefore, no additional registration fee is
required for the registration of the Rights.

Incorporation by reference of contents of Registration Statement
on Form S-8  (File No. 33-20585).

     The contents of the Registration Statement on Form S-8 filed
by the Registrant on March 10, 1988 as amended by the Post-
Effective Amendment No. 1 to such Form S-8 filed by the
Registrant on April 29, 1996 (File No. 33-20585) 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 27th day of March, 1996.

                                     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   Chief Executive Officer          March 27, 1996
Samuel E. Beall, III       and Chairman of the Board
                           (Principal Executive Officer)

/s/ J. Russell Mothershed  Senior Vice President, Finance   March 27, 1996
J. Russell Mothershed      (Principal Financial Officer)

/s/ Arthur R. Outlaw       Vice Chairman of                 March 27, 1996
Arthur R. Outlaw           the Board

/s/ Claire L. Arnold        Director                        March 27, 1996
Claire L. Arnold

/s/ John B. McKinnon        Director                        March 27, 1996
John B. McKinnon

/s/ Dr. Benjamin F. Payton  Director                        March 27, 1996
Dr. Benjamin F. Payton

/s/ Dr. Donald Ratajczak    Director                        March 27, 1996
Dr. Donald Ratajczak

/s/ Dolph W. von Arx        Director                        March 27, 1996
Dolph W. von Arx

                          EXHIBIT INDEX

Exhibit                                                                  Page  
Number  Description                                                      Number

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).